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Terms and Conditions

GENERAL TERMS AND CONDITIONS FOR THE DELIVERY OF GOODS AND SERVICES BY NILEX CO. FOR EXPORT

APPLICABILITY

ARTICLE 1

  1. These general terms and conditions apply to all quotations made and agreements concluded by NileX Co. For Export and all companies in which NileX Co. For Export has a full and direct legal and economic interest of 100%, further referred to as NileX.
  2. The underlying general terms and conditions apply to all subsequent quotations made and agreements concluded with the other parties, irrespective of whether they relate to or follow on from previously made quotations or concluded agreements.
  3. Changes or additions to these general terms and conditions must be confirmed explicitly in writing by NileX and apply only to the particular quotation or agreement that the change or adaptation was made for.
  4. If and insofar as the general terms and conditions used by the third party are in conflict with these underlying general terms and conditions, the general terms and conditions of the other party do not apply.

QUOTATIONS

ARTICLE 2

  1. All quotations by NileX are made without any obligation, unless specifically stated otherwise in the quotation. Quotations are valid for one month.
  2. An agreement is made once NileX has confirmed in writing the acceptance of the other party’s offer or order. Materialization of the agreement can, however, also be proven by the parties using other means.
  3. The samples, specifications, and the like supplied by or on behalf of NileX accompanying the quotation remain the property of NileX and must be returned immediately by the other party if no agreement is concluded between both parties.
  4. If and insofar as a conflict arises between NileX and the other party regarding the goods and/or services delivered or the quality of these goods and services, NileX and the other party have the right to go to arbitration. The costs of the arbitration are at the expense of the party proven to be in the wrong.
  5. All prices quoted are excluding sales tax unless specifically otherwise stated.
  6. The other party vouches for the data, specifications, calculations, and the like they supply.

SAMPLING AND CLAIMS

ARTICLE 3

  1. The sale of goods (including flax) is based on the sealed and certified samples sent to the other party. Within eight days after receipt of these samples, the other party or a specialist appointed by the other party has the right to inspect, or have inspected, the quantity, quality, and state of these samples of the goods that will be delivered. The costs of the inspection are fully for the expense of the other party.
  2. The selling party always has the right to replace the goods to be delivered if the other party complains about the quality of the samples and the selling party holds these complaints to be valid.
  3. All claims regarding the samples or the goods delivered – explicitly including complaints regarding the difference in quantity and quality of the delivered goods compared to the supplied samples – must be reported to NileX immediately after detection; in any case, within eight days after the delivery of the samples or goods by means of a registered letter. Failure to do so means that all possible claims that the other party can make within the aforesaid framework lapse, and the other party is expected to have irrevocably and fully accepted the samples and goods delivered as well as their quality and quantity.
  4. Claims regarding the goods delivered leave the commitments of the other party intact with respect to those goods, previously delivered goods, and goods still to be delivered.
  5. If a claim declared by the other party is recognized by NileX, the latter party has the right to either credit the buyer for the invoice amount concerned or to replace the goods delivered.

PRICE AND PRICE ADAPTATIONS

ARTICLE 4

  1. All prices agreed are excluding sales tax.
  2. NileX retains the right to increase the agreed prices if, after the agreement has been concluded but before its execution, changes to one or more cost price factors give cause to an increase.
  3. NileX shall in good time inform the other party in writing if they use this clause to implement price changes. If the price change results in a difference of more than 15% compared to the quotation in force, the other party may request to dissolve the agreement.

DELIVERY AND RISK

ARTICLE 5

  1. Delivery takes place at the location and time stated in the quotation or order confirmation. If not specified, delivery occurs ex-works within 14 days after concluding the agreement.
  2. NileX reserves the right to deliver goods in phases, where each delivery will be invoiced separately.

RETENTION OF OWNERSHIP

ARTICLE 6

  1. Ownership of delivered goods is retained by NileX until the other party has met its commitments.

REPLACEMENT

ARTICLE 7

  1. Faults that are fully or partially the result of a processing method outlined by the other party, by construction or manufacturing outlined by the other party, or caused fully or partially by a supplier, consultant, or assistant appointed by the other party, are fully for the expense and risk of the other party.
  2. All faults which can be fully or partially traced back to:
    • a. Improper treatment by the other party;
    • b. Improper storage by the other party, allowing the delivered goods to be stored for too long or exposed to humidity, pollution, or extreme temperatures;
    • c. Use, processing, or manufacturing of the delivered goods into a product that does not meet applicable norms and guidelines;
    are fully for the expense and risk of the other party.
  3. NileX has the right to correct faults in the delivered items by full replacement of the delivered goods. NileX can also fulfill the agreement by refunding the price.
  4. NileX is not bound to replace the goods delivered during the period in which the other party is in neglect of fulfilling any commitment resulting from the underlying agreement or any agreement related to this one.
  5. Any liability against the other party with respect to faulty delivery is at all times limited to the commitments mentioned above.

LIABILITY

ARTICLE 8

  1. Without prejudice to the stipulations in Article 3, NileX’s liability for all direct costs and damages, in any way relating to or caused by a fault or shortcoming in the execution of the agreement, is at all times limited to the net invoice with respect to the order.
  2. NileX is never liable for any indirect costs and damages, including consequential damages, in any way relating to or caused by a fault or shortcoming in the execution of the agreement.
  3. The other party indemnifies NileX against all claims by third parties for compensation of damages or otherwise, which directly or indirectly relate to the execution of the agreement between NileX and the other party.

FORCE MAJEURE

ARTICLE 9

  1. If and insofar as NileX cannot meet its commitments resulting from the agreement—whether fully, in part, or at the agreed location—due to circumstances beyond NileX’s control, NileX is entitled to either cancel the agreement without legal intervention and without being liable for damages or postpone the commitments for a reasonable period.
  2. Causes for which NileX is not accountable include, but are not limited to: unforeseen stoppages in NileX’s operations, evident changes in the actual circumstances since the realization of the agreement that directly or indirectly influence cost price factors or delivery possibilities, fire, water damage, natural disasters, war, government measures, strikes, or failures in the supply of raw materials.
  3. If any of the above-mentioned circumstances occur, NileX will inform the other party as soon as possible, submitting available proof.

PAYMENT

ARTICLE 10

  1. All payments must take place within 60 days of the invoice date, without any right to setoff, at NileX’s offices or by payment into a bank account designated by NileX.
  2. If the other party fails to pay within the agreed term, they are in default, and NileX has the right to charge the other party 2% interest per month from the due date until full payment is received.
  3. All costs incurred by NileX due to the other party’s non-compliance with any commitment from this agreement, including legal fees and collection costs, are fully for the other party’s expense.
  4. In case of payment default, bankruptcy, or liquidation of the other party, all claims by NileX immediately become due.
  5. NileX reserves the right to demand full or partial pre-payment of the agreed price at any time.

APPLICABLE LAW AND FORUM CHOICE

ARTICLE 11

  1. Egyptian law applies to all agreements between NileX and the other party.
  2. All disputes arising from the agreements between NileX and the other party that are not within the jurisdiction of the cantonal judge must initially be brought before and tried by the competent court in Cairo, Egypt.

NileX Co. For Export
Shubra Milis, Zifta, Gharbia, Egypt
Tel: +201069813454
Email: info@nilexegypt.com