TERMS AND CONDITIONS OF SALE
IDENTISCENTS FZC (hereinafter « IDENTISCENTS ») is a company that distributes niche fragrance oil and European perfumery components for the fragrance industry.
These Terms and Conditions of Sale (hereinafter the “TCS”) apply to all products sold by IDENTISCENTS. These TCS constitute the binding agreement between the parties, and any amendments, exemptions, or modifications hereto must be made in writing.
Any clauses to the contrary, contained in the Client’s terms and conditions of purchase are inapplicable and unenforceable, regardless of when the document comes to the attention of IDENTISCENTS.
APPROVAL OF ORDERS AND SAMPLES:
COMPONENTS:
An order is deemed to be confirmed once written confirmation is received from the client (signed pro forma invoice or email accepting the offer).
Requests from the client to change or cancel an order must be accepted in writing by IDENTISCENTS.
In the event of the cancellation or suspension of an order which is not accepted in writing by IDENTISCENTS, all Components /Fragrances ordered, completed, or in production will be delivered and invoiced.
Due to the lifetime of the items, IDENTISCENTS cannot guarantee their availability.
As a Distributor, IDENTISCENTS cannot be held liable in case of breach of procurement of the items, for whatever reasons.
PRODUCTION LEAD TIME – PRODUCT READINESS AND AVAILABILITY:
COMPONENTS:
Given the technical industrial particulars of suppliers, the dates or periods provided by IDENTISCENTS on items’ readiness and availability are purely indicative.
As a distributor, IDENTISCENTS FZC will not be held liable for any delay or lateness attributed to its supplies’ production process or shipment of products.
The client will be notified once the products are ready for collection or delivery.
All orders for customized items or for products which are not available in stock, will be invoiced as soon as they are ready and available.
FRAGRANCE:
The production lead will be communicated to the customer prior to sales approval, though it remains provisional and may vary based on the manufacturers’ production capabilities and scheduling which the supplier has no control over. Thus any changes in the production lead time will not involve any discount or compensation from the supplier. Any charges arising from the project delays caused will be borne by the customer.
The manufacturer may at any time make such changes in packing, colour, name and smell of the fragrance as the manufacturer deems appropriate, without prior notice to the customer. The manufacturer may furnish suitable substitutes to products which are unobtainable because of priorities or regulations established by government authority or non-availability of raw materials.
The manufacturer has no control over the natural evolution of the ingredients used to manufacture fragrances that may cause changes in color, olfactory promise properties and general appearance.
LIABILITY:
COMPONENTS:
IDENTISCENTS will provide the client with samples for product compatibility testing. IDENTISCENTS will not be held liable, under any circumstances, should there be any incompatibility between its goods and the Client’s products.
IDENTISCENTS will not be held liable in the event of any inappropriate or erroneous use of its products by the client.
The buyer agrees to verify the conformity of the delivered items before they are used.
In the event of a defect in the items or an error in the delivery, it is the client’s responsibility to notify IDENTISCENTS of any conspicuous defects within 10 days after delivery.Claims relating to manufacturing defects will be considered only if the batch was refused by the supplier on the terms and conditions described in the specifications.
IDENTISCENTS will not be held liable in case of claims for specifications not provided and of which cannot be verified by IDENTISCENTS.
IDENTISCENTS will not be held liable, under any circumstances for any direct or indirect damages that may result as a consequence of manufacturing defects for the client.
FRAGRANCE:
The compatibility of Fragrance must be tested and approved by the customer before the order. As such, goods once sold / delivered will not be taken back. The suppliers of IDENTISCENTS will not be responsible for any problem arising from subsequent incompatibility.
INTELLECTUAL PROPERTY:
COMPONENTS:
IDENTISCENTS is the sole owner of the elements of intellectual property relating to its trademark (copyrights, trademarks, models, patents and know-how)
IDENTISCENTS agrees to observe the intellectual property rights (copyrights, trademarks, models, patents, know-how) relating to the products of the supplier.
GENERAL TERMS & CONDITIONS:
DELIVERY – SHIPMENT:
All goods are sold Ex works Sharjah (incoterms 2010)
INVOICING - PAYMENT:
Invoices will be issued only when the goods are ready and available.
Any invoices raised on or after 1st January, 2018 will have taxes included.
Payment shall be made in accordance with the payment terms agreed by the parties.
IDENTISCENTS reserves the right, before or during the completion of an order, to demand from the client any and all financial guarantees that it deems necessary.
Any late payment will result in the immediate suspension of product delivery and of any contractual obligation for pending or future orders.
For UAE clients, cheques with a deposit date or postdated cheques will be deposited on the exact date on the cheque. In the case of insufficient funds, then a cheque must be re-deposited within a period of 8 days. IDENTISCENTS charges clients an AED500 penalty fee for returned cheques. Pursuant to the local legislation, cheques can be deposited up to 3 times before the case is referred to the police.
TRANSFER OF TITLE AND RISK:
In case of non-payment, IDENTISCENTS will take legal action to return the goods or obtain payment.
Where an advance payment has already been made, goods will remain the property of IDENTISCENTS until complete final payment is made.
The transfer of risks relating to the goods depends on the applicable incoterm agreed between the parties. According to the applicable Incoterms, either IDENTISCENTS or the Client must take out an insurance policy from a reputable, reliable insurance provider in the case of loss, theft, fire or more generally, destruction or damage in any way whatsoever, of the goods for which the transfer of risks has occurred.
PRICING:
IDENTISCENTS follow its suppliers price related policies and cannot guarantee their consistency
DELIVERY - SHIPMENT:
In case of an exemption to this rule, the Incoterms 2010 will be used to define the respective responsibilities (shipping, risks, insurance, named placed of delivery, etc.), for either domestic or international sales (with any alterations).
Under no circumstances may IDENTISCENTS be held liable for any delay in shipping.
In the case that goods are not delivered by IDENTISCENTS and in the event of any damage during the shipping process, IDENTISCENTS will not be held responsible. It is up to the intended recipient (addressee) to deal directly with the shipper.
All goods are delivered as per the manufacturers’ original packing.
STORAGE:
The client has a period of 30 days from the time the items are ready, available and/or the invoice is issued, to collect the goods or to instruct IDENTISCENTS of the arrangements for delivery.
After this period of time and after a letter of notice is received from IDENTISCENTS, the client will be charged for the storage of the goods retroactively as from the first day, at the price of AED250 per pallet for the first 30 day period. A fee of AED 20 per pallet will be charged for every extra day thereafter.
The failure to pay any invoice by its due date will automatically terminate the free storage facility of present and future items.
After 6 months, IDENTISCENTS has the right to proceed with the destruction of the balance of the undelivered and unclaimed items without prejudice to the right to obtain full payment.
FORCE MAJEURE:
In the event of force majeure or an act of God, IDENTISCENTS will be discharged of all its contractual obligations.
Furthermore, given that it is a distributor, IDENTISCENTS cannot be held liable for any reason whatsoever for claims regarding product manufacture, including in case of force majeure, involving the manufacturer.
GOVERNING LAW – CONSENT TO JURISDICTION:
These terms and conditions of sale are governed by the laws of the Emirate of Dubai and consent is hereby given to the jurisdiction of the Dubai International Financial Centre (DIFC) Courts.