Terms and Conditions of Sale

1.1. These Terms constitute the entire agreement between SHANTEX and the Buyer regarding the purchase of Products and supersede all prior agreements, representations, or understandings.

1.2. By placing an order with SHANTEX, the Buyer acknowledges and agrees that these Terms are applicable to all transactions and that the sale is strictly a business-to-business (B2B) transaction, and the provisions of the laws of the United Arab Emirates shall apply where not excluded or varied herein.

1.3. Any additional or differing terms proposed by the Buyer (including in any purchase order) are hereby objected to and rejected unless expressly accepted in writing by an authorized representative of SHANTEX.

2.1. Prices are quoted in the currency specified in the Quotation and do not include any applicable import duties, tariffs, taxes (including VAT or sales tax), or customs fees, all of which shall be the sole responsibility of the Buyer.

2.2. All orders placed by the Buyer are subject to acceptance by SHANTEX. An order is not binding until SHANTEX issues a written Order Confirmation. SHANTEX reserves the right to reject any order for any reason.

2.3. Payment terms shall be as specified in the Order Confirmation. Unless otherwise agreed, full payment or a confirmed deposit is required prior to shipment. Failure to make payment when due shall entitle SHANTEX to suspend delivery or terminate the Order.

3.1. Unless expressly agreed otherwise in the Order Confirmation, all sales are made by Delivery At Place (DAP), unless specified otherwise in the Order Confirmation.

3.2. The risk of loss or damage to the Products shall pass to the Buyer immediately upon tender of the Products to the carrier (or the Buyer's nominated agent) at SHANTEX's premises, regardless of who arranges or pays for the shipping. SHANTEX assumes no liability for loss or damage during transit.

3.3. Title to the Products shall pass to the Buyer only upon receipt of full, cleared payment for the Products by SHANTEX. Until then, SHANTEX retains a lien on the Products.

3.4. The Buyer is responsible for all shipping costs, insurance, and compliance with import/export regulations at the destination. If SHANTEX arranges shipping as an accommodation, SHANTEX acts solely as the Buyer's agent, and the Buyer remains liable for all costs and risks.

4.1. The Buyer must inspect the Products immediately upon receipt at the destination.

4.2. Claims for shortages or visible damage during transit must be notified to SHANTEX and the carrier within 5 business days of receipt. Failure to provide timely notice shall constitute unqualified acceptance of the Products as delivered.

4.3. Claims for non-conformity or defects that are not discoverable upon reasonable inspection must be reported to SHANTEX immediately upon discovery, but in no event later than the end of the Warranty Period defined below.

5.1. SHANTEX is a wholesale distributor. The Products are sold AS IS with the benefit of the original manufacturer's warranty, if any. SHANTEX makes no independent warranties beyond what is expressly offered by the manufacturer.

5.2. To the fullest extent permitted by UAE law, SHANTEX expressly disclaims all other warranties, express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose.

5.3. The Buyer's sole and exclusive remedy for any breach of warranty shall be limited to repair or replacement of the defective Product, or, at SHANTEX's sole discretion, a refund of the purchase price for the defective Product.

5.4. The warranty does not cover:

• (a) damage caused by improper use, accident, or unauthorized repair;
• (b) cosmetic damage;
• (c) damage caused by external factors such as power surges; or
• (d) defects due to normal wear and tear.

5.5. In no event shall SHANTEX be liable for any indirect, incidental, special, punitive, or consequential damages (including, but not limited to, loss of profits, revenue, data, or business interruption) arising out of the sale or use of the Products, even if SHANTEX has been advised of the possibility of such damages. SHANTEX's total aggregate liability under these Terms shall not exceed the total amount paid by the Buyer for the specific Products giving rise to the claim.

6.1. The Buyer acknowledges that all intellectual property rights, including trademarks, trade names, and logos associated with the Products, are the property of the respective manufacturers and/or their licensors.

6.2. SHANTEX's company name, logo, and Website content are protected by copyright and are the sole property of SHANTEX TRADING FZCO. Registration of a company name does not confer any trademark rights.

7.1. These Terms and any dispute or claim arising out of or in connection with them or their subject matter shall be governed by and construed in accordance with the laws of the United Arab Emirates.

7.2. The parties irrevocably agree that the courts of the United Arab Emirates shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.

8.1. All notices must be in writing and sent to the registered addresses of the parties.

8.2. The Buyer may not assign its rights or obligations under these Terms without the prior written consent of SHANTEX.

8.3. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.