Terms and Conditions

Standard Terms and Conditions – Aetrex Middle East

All sales by Aetrex Middle East and its affiliates (“Aetrex”) are subject to the following Standard Terms and Conditions (“Terms”).
“Goods” means any products sold by Aetrex.
“Customer” refers to any person or legal entity purchasing Goods from Aetrex.

These Terms supersede and control over any conflicting terms contained in price lists, invoices, credit applications, order forms, or other documents issued by Customer, unless otherwise expressly agreed in writing by Aetrex.

1. Agreement

All sales of Goods by Aetrex to Customer are governed exclusively by these Terms, as amended from time to time, which constitute a binding agreement between Aetrex and Customer (“Agreement”).

This Agreement incorporates by reference any additional terms contained in applicable price lists, product catalogs, order acknowledgements, electronic data interchange instructions, or other documentation provided by Aetrex. In the event of any conflict, these Terms shall prevail.

This Agreement represents the complete and exclusive statement of the agreement between the parties. Any modification shall be valid only if made in writing and signed by authorized representatives of both parties. Any terms printed on or contained in Customer purchase orders or other Customer documents that are additional to, inconsistent with, or conflicting with these Terms shall be null and void.

Customer’s acceptance of delivery of the Goods, or full or partial payment, shall constitute acceptance of these Terms.

2. Orders

All orders must be submitted by Customer to Aetrex and are subject to final acceptance by Aetrex at its sole discretion.

Once accepted, orders may not be changed or cancelled without Aetrex’s prior written approval. Customer shall reimburse Aetrex for all costs, expenses, and losses incurred as a result of any change or cancellation.

3. Prices

Prices shall be those published in Aetrex’s current price list at the time of order acceptance or as otherwise agreed in writing.

Prices are subject to change without notice and are exclusive of all taxes, duties, insurance, freight, customs charges, or other fees.
Customer agrees to pay all applicable taxes and governmental charges, excluding taxes based on Aetrex’s income.

4. Payment Terms

Payment shall be made in accordance with the terms stated on Aetrex’s invoice or order acknowledgment.

All payments shall be made in United Arab Emirates Dirhams (AED) unless otherwise specified. Any early payment discounts apply only if expressly stated in the invoice.

Overdue balances may accrue interest at the maximum rate permitted under applicable UAE law. Aetrex reserves the right to suspend deliveries or require advance payment if Customer’s creditworthiness becomes unsatisfactory.

Customer shall reimburse Aetrex for all reasonable costs of collection, including legal fees.

5. Title to Goods

Title to and risk of loss of the Goods shall pass to Customer upon delivery to Customer or the carrier at the shipping point.

Until full payment is received, Aetrex retains a security interest in the Goods. Customer agrees to properly store, insure, and clearly identify such Goods as subject to Aetrex’s interest. Aetrex reserves the right to repossess unpaid Goods where permitted by law.

6. Delivery and Delay

Delivery terms are Ex Works (EXW) unless otherwise agreed in writing. Delivery dates are estimates only and time is not of the essence.

Aetrex shall not be liable for delays or failure to deliver caused by events beyond its reasonable control, including force majeure events.

Under no circumstances shall Aetrex be liable for loss of profits, indirect, incidental, or consequential damages arising from delay or non-delivery.

Customer shall bear all delivery charges and any costs resulting from Customer-requested delays.

7. Credits and Chargebacks

Claims for credits or chargebacks will be considered only if:

  1. Submitted within Fourteen (14) days of shipment or delivery, and

  2. Accompanied by a detailed description identifying the Goods and reason for the claim.

Credits are issued at Aetrex’s sole discretion, have no cash value, and may only be applied toward future purchases.

8. Permitted Sales

Customer may resell Goods only as first-quality products and only through channels approved by Aetrex.

Customer shall not sell Goods through unauthorized retail locations, discount venues, outlets, flea markets, or unapproved online platforms without Aetrex’s prior written consent.

Aetrex reserves the right to revoke or modify any sales authorization at its sole discretion.

9. Warranty

Aetrex warrants that Goods will be free from defects in material and workmanship under normal and proper use at the time of delivery.

Goods are considered defective only if the defect materially impairs their intended use. All Goods are manufactured and supplied in compliance with applicable laws and regulations.

10. Remedies

Aetrex’s sole obligation under this warranty is to repair or replace defective Goods, at its discretion, provided written notice is received within thirty (30) days of discovery of the defect.

Failure to provide timely notice shall constitute waiver of any warranty claim.

11. Stock Returns

All sales are final unless prior written authorization for return is granted by Aetrex.

If shipment errors occur due to Aetrex, return authorization must be requested within thirty (30) days of receipt. Authorized returns will be credited at the original purchase price, subject to inspection.

Aetrex may deduct a restocking or repackaging fee of not less than 20%, unless the return is due to Aetrex’s error.

Unauthorized returns will be refused and returned at Customer’s expense.

12. Damaged Goods

Returns of damaged Goods require prior authorization. Goods must be clearly marked “DAMAGED” and, if applicable, “WORN.”

If inspection reveals no valid basis for credit, Goods may be disposed of unless Customer requests return at its own expense.

13. Limitation of Warranty and Liability

Aetrex’s total liability for any claim shall not exceed the purchase price of the affected Goods.

This warranty is exclusive and replaces all other warranties, express or implied, including merchantability or fitness for a particular purpose.

Aetrex shall not be liable for indirect, incidental, consequential, or punitive damages to the maximum extent permitted by UAE law.

14. Intellectual Property

All trademarks, copyrights, designs, patents, trade dress, and other intellectual property related to the Goods are the exclusive property of Aetrex.

Customer shall acquire no ownership rights in Aetrex Intellectual Property. Any authorized use shall strictly comply with Aetrex’s branding and marketing guidelines.

15. Limitation Period

No action arising from this Agreement or the Goods may be brought more than one (1) year after the cause of action accrues.

16. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates.

Any dispute shall be subject to the exclusive jurisdiction of the courts of the UAE.

17. Independent Contractor

The parties are independent contractors. Nothing herein creates a partnership, agency, or employment relationship.

18. Miscellaneous

If any provision is held unenforceable, the remaining provisions shall remain in full force.

Customer may not assign this Agreement without Aetrex’s prior written consent.
Aetrex’s rights and remedies are cumulative and no waiver shall be effective unless in writing.