Mignet Technologies Business Engagement Terms & Conditions
Mignet Technologies (hereinafter referred to collectively/individually as “Seller”) is committed to conducting its operations in a professional and ethical manner. Therefore, all business partners, not restricted to resellers/customers, suppliers, service providers (hereinafter referred to as Business Partner) are expected to adhere to the highest standard of professional, moral and ethical conduct, respect all applicable laws and not engage in any form of unethical business practices. We expect all our Business Partners to conduct business in a manner that would not in any way compromise Mignet Technologies’s values.
General Terms and Conditions
These Terms & Conditions are integral to any commercial transaction undertaken with Mignet Technologies. Any variation to the Terms and Conditions with respect to commercial terms/arrangement (including any special terms and conditions agreed between the parties shall not be valid unless agreed in writing by the Seller.)
- Business Partner shall place Purchase Order in written or electronic form (e-mail). Such purchase order shall describe the Products ordered, the quantities requested, delivery dates requested, Prices, Shipping instructions and other information as may be reasonably appropriate or necessary for fulfilling the order. Every PO to contain PO date, name of correct Mignet Technology entity, Payment Terms, Delivery Terms, Partner Stamp and Signatures of authorized purchasing representatives.
- In case partial deliveries are to be allowed, the PO should explicitly mention the same. Any PO not mentioning anything related to partial deliveries will be deemed to not allow partial deliveries. Partial deliveries would also require partner accepting to making payments as per due dates mentioned on invoices raised against these partial deliveries.
- Mignet Technologies will invoice the partner entity based on the entity mentioned on the PO. Payments against those invoices will only be accepted from the same entity from which the PO is received and to which Mignet Technologies has invoiced.
- If there are any special shipping requirements, including but not limited to pallet material, pallet size, special label on the carton, alteration in shipping address, then Business Partner shall specify clearly before executing the order.
- Confirmed Purchase Order: Upon receiving a Purchase Order from Business Partner, Mignet Technologies will issue a Proforma Invoice (P/I) to Business Partners to confirm the delivery and commercial terms.
- Unless otherwise stated in PI/invoice standard INCO terms for delivery shall be ex-works and risk of goods shall be transferred on this basis.
- All warranty and “dead on arrival” claims for any material delivered to partner or its order by Mignet Technologies are to be raised directly with the respective OEMs. Mignet Technologies does not accept any claims for any warranty services/repairs/replacements and Business Partners must liaise on such claims directly with the OEMs. Warranties and Dead-on Arrival claims are subject to terms and conditions of respective OEMs. Mignet Technologies is not obliged to honour any claims and is not liable to any financial claim by Business Partners on this account. Further, any claim by Business Partners with respective OEMs for warranties and/or Dead-on Arrival will not affect any payments to Mignet Technologies.
- Business Partners to thoroughly check for material part numbers, respective quantities and physical box damage at the time of delivery and reject delivery of any damaged boxes at the time of delivery. Mignet Technologies reserves the right to entertain or not any claim on account of short shipment in quantities or wrong part numbers delivered or any physical damage once material is successfully delivered. Any loss incurred due to this account post successful delivery is on account of partner and Mignet Technologies is entitled to receive full payments for the same as per invoice due dates.
- Any item in PO which relates to a service / training which is to be provided by the OEM is the sole responsibility of the respective OEM. Mignet Technologies’s role for such services/trainings is limited to procuring the same from the respective OEM as a part number and invoicing the same part number to Business Partners without any obligation on Mignet Technologies for services being rendered by the respective OEM. Not rendering of services in a timely manner by any OEM will not entitle Business Partners to hold any payments of Mignet Technologies. Irrespective of delivery of such services by the OEM or not, Business Partners to make the payments to Mignet Technologies on the due date of the said invoice raised against such POs.
- Mignet Technologies will intimate Business Partners about its readiness to deliver the material against a particular PO once the material arrives in the Mignet Technologies’s warehouses. Partner to make the necessary arrangements to accept the delivery of the said material within 3 working days of such an intimation irrespective of site readiness or any other matter affecting such a delivery. Any delays from Business Partners or Business Partners end customer on account of, but not limited to, contractual delays, Purchase Order delays, delivery hold, payment related delays, site readiness, resource shortages, power related delays, signing authority delays, etc. will not have any effect on Business Partners accepting the material delivery and payments against invoices raised against the said POs have to be made on the due dates as per the invoices.
Acceptance of Delivery
Upon delivery, Business partner or his authorized representative/agent shall sign a proof of delivery confirming receipt of products. Such a document shall be conclusive evidence of delivery of Products/Services to the Business Partner and the Seller shall be deemed to have fulfilled its obligations and Seller shall not be responsible for any claims whatsoever.
Price and Payment terms
- Prices shall be agreed on Proforma Invoice/Purchase order and shall not be subject to any variance unless expressly agreed in writing.
- Value Added Taxes (VAT) at applicable rates would be charged to the agreed prices.
- Unless and otherwise agreed in writing, our invoices fall due for payments immediately from the date of Tax Invoice.
- Business Partners is not entitled to deduct or set off any amounts from any payment unless expressly agreed to by a issuance of a credit note issued by Mignet Technologies. Such credit notes would also be subject to VAT, wherever applicable.
- Seller may suspend future deliveries until payment is received in full for due invoices. In case of delayed payment, Seller reserves the right to charge a late payment penalty computed at a rate which is prevailing country inter- bank offer rate plus 2.5%.
- Any additional cost implication arising from change in local taxes structure will lead to increase in prices to that effect and this will be borne by the customer.
- When payment terms are against PDCs, the PDCs to be handed over to Mignet Technologies credit department before invoicing and delivery.
- Mode of payment (PDC) once agreed upon is not open to any changes once invoiced. Any changes to mode of payment must be discussed and agreed in advance before any deliveries against a PO are made and respective changes are to be incorporated in the PO.
Compliance with Export Controls and Sanctions
Export Controls regulate the shipment or transfer, by whatever means, of controlled items, software, technology, or services out of U.S. (termed an “Export”).
Anti-Corruption Laws” means the United States Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act 2010 and all other laws, rules, and regulations of any jurisdiction applicable concerning or relating to bribery, money laundering or corruption.
Restricted Party means the consolidated list of prohibited or restricted individuals, companies, and entities listed by the Departments of Commerce, State and the Treasury.
Restricted Country means countries which are restricted for export of certain products by using the blocking of assets and trade restrictions to accomplish foreign policy and national security goals. For a list of current sanctioned countriesmgo to http://www.treasury.gov/resource- center/sanctions/Programs/Pages/Programs.aspx.
You acknowledge and understand that Seller and/or any of its affiliated or subsidiary companies may provide you with products, including hardware, software and/or technology that may be subject to United States and other government export control regulations and restrictions.
Accordingly, you hereby agree:
- That you will not transfer, export, or re-export, directly or indirectly, any Products acquired from Seller to Cuba, Iran, North Korea, Sudan, and/or Syria, Crimea region or any nationals thereof, or to any other country subject to restriction under applicable laws and regulations, and that we are not located in, under control of, or a national or resident of any such country; if you are engaged in shipping Seller supplied products to such locations, you acknowledge that you could be subject to and responsible for U.S /EU export licensing requirements;
- That you will not use the Products in any activity related to the development, production, use or maintenance of ‘Weapons of Mass Destruction,” including without limitation, uses related to nuclear, missile and/or chemical/biological development and that you will not transfer, export, or re-export, directly or indirectly to any party engaged in any such activity; if you are engaged in such activities, you acknowledge that you could be subject to and responsible for U.S /EU licensing requirements.
- That you will not transfer, export, or re-export directly or indirectly to any party listed any prohibited from receiving Products by U.S. Government or prohibited by applicable law and that you are not on, or under control of anybody on, any such list;
- That you will comply with all applicable regulations and restrictions whenever you transfer, export, or re-export Products obtained from Seller;
- That you shall comply with all applicable anti-corruption and bribery laws of the country in which you operate including the US Foreign Corrupt Practices Act and UK Bribery Act. These regulations advocates for Zero tolerance on an form involving bribery and corruption either directly or indirectly and prohibit to offer or receiving gifts in any way involved in influencing the decision of the receiver or trying to seek business advantage.
- That you shall intimate/notify us in case of any non-compliance or breach of these representations. In case any such breach, Mignet Technologies shall have the right to terminate any transactions or engagement on an immediate basis without any liability.
- That you shall comply with the applicable privacy laws of the country in which you operate.
Any warranty for the products/goods distributed or sold by the Seller shall only be as per the Vendor’s (brand owners) policy
Limitation of Liability
Not with standing anything to the contrary, to the maximum extent allowed by applicable law, in no event shall Seller be liable for any indirect, incidental, consequential, punitive or special damages, including but not limited to, loss of use, revenue or profit or in case of any trade control restrictions imposed even if Seller has knowledge of the possibility of such damages.
Governing Law and Jurisdiction
All non-public, confidential, of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, that Seller discloses to Buyer, whether disclosed orally or disclosed or and regardless of whether marked, designated, or otherwise identified as “confidential,” in connection with the Agreement is confidential, solely for the use of performing the Agreement, and may not be disclosed or copied unless authorized in advance by Seller in writing.
This does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Seller on a non-confidential basis from a third party.
These terms & conditions are binding on all Business Partners for all transaction. Mignet Technologies reserves its right to amend the said terms and conditions at its discretion and the Business Partners are requested to refer to the updated terms and conditions as available on www.mignet.ae.
Mignet Technologies’ Business Engagement Terms
Compliance with laws:
- The business partner undertakes to fully comply with:
- All applicable laws and regulations in the jurisdiction, including competition laws and data protection and privacy.
- All applicable export trade controls and sanction regimes including but not limited to US & UN
Anti-bribery and corruption
- Conduct its business in an ethical and honest manner.
- Comply with all applicable laws relating to anti-bribery and corruption including all local, the US Foreign Corrupt Practices Act and UK Bribery Act.
Intellectual Property Rights
- We expect our business partner to respect others Intellectual Party Rights
- To report any violation of Intellectual property Rights with respect to the products dealt by it.
Safety, Health & Environment
- Comply with all required health, safety and environment laws and regulations
- Obtain, maintain all required approvals, licenses in place