Terms of sale
GENERAL TERMS AND CONDITIONS OF INTERNATIONAL SALE
FAMED LLC — Shams Business Center, Sharjah Media City Free Zone, Al Messaned, Sharjah, United Arab Emirates — Licence No. 2428147 Version 1.1 — applicable from 6 October 2026 — English translation provided for convenience; the French version prevails (Article 14.3)
PREAMBLE
These General Terms and Conditions of International Sale (hereinafter the "GTCS") alone govern all sales of goods and related services concluded between FAMED LLC (hereinafter "FAMED" or the "Seller") and its business customers (hereinafter the "Customer"), unless otherwise agreed in advance and in writing by FAMED.
Any order implies full and unreserved acceptance of these GTCS, which prevail over any other document issued by the Customer, in particular its general terms of purchase, purchase orders, specifications or correspondence, whatever their terms or date. Any contrary clause appearing in a document of the Customer is deemed null and void with respect to FAMED, unless expressly accepted by FAMED in writing.
FAMED acts as a trader and reseller of equipment manufactured by third parties. It does not manufacture the goods sold and assumes neither their design nor their technical performance.
1. FORMATION OF THE SALE
1.1 Quotations issued by FAMED are valid for thirty (30) calendar days from their date of issue, unless a different period is expressly stated on the quotation. After this period they lapse automatically and without notice.
1.2 An order is firm and final, and binding on FAMED, only when both of the following conditions are met:
- receipt by FAMED of the quotation signed and stamped by the Customer, or of a purchase order expressly referring to it;
- actual receipt of the down payment provided for in Article 3.
No order is deemed accepted before both conditions are fulfilled. Acknowledgement of receipt of a purchase order does not constitute acceptance.
1.3 FAMED reserves the right to refuse any order for a legitimate reason, in particular in case of supplier unavailability, price increase, export restriction, or a financial situation of the Customer deemed insufficient. Such refusal gives rise to no compensation; any sums paid are refunded.
1.4 Any change to an order requested by the Customer after acceptance is binding on FAMED only if accepted in writing. It may give rise to a revision of price and lead time.
2. PRICE, CURRENCY AND REVISION
2.1 Prices stated on quotations are exclusive of taxes, in the currency indicated on the quotation, and according to the Incoterm referred to in Article 4.
2.2 Unless otherwise stated on the quotation, prices do not include: customs duties, taxes, levies, charges and administrative fees payable in the country of destination; handling, warehousing, storage, demurrage and detention charges at the port or airport of destination; pre-shipment inspection fees; commissioning, training or technical assistance fees.
2.3 Prices are based on supplier tariffs, freight rates and exchange rates in force on the date of the quotation. Consequently, FAMED reserves the right to revise its price, before order confirmation, in the event of:
- a variation of more than two per cent (2%) in the exchange rate between the purchase currency and the invoicing currency;
- a price increase by the manufacturer or supplier;
- an increase in freight, insurance, fuel surcharges or port surcharges;
- the introduction of new duties, taxes or customs measures.
The Customer is informed of the revision and has seven (7) days to accept it or withdraw its order, in which case the sums paid are refunded without further compensation.
2.4 All bank charges, including correspondent bank and transfer charges, are borne exclusively by the Customer. Amounts must reach FAMED net of any charge or withholding.
2.5 If the legislation of the Customer's country imposes a withholding tax on payments, the Customer shall increase its payment by the amount necessary for FAMED to receive the invoiced sum in full.
3. PAYMENT TERMS
3.1 Unless special terms are expressly stated on the quotation, payments are made according to the following schedule:
- fifty per cent (50%) of the total amount upon order, as a condition of validity of the order within the meaning of Article 1.2;
- fifty per cent (50%) balance before shipment, against presentation by FAMED of copies of the shipping documents (commercial invoice, packing list, transport document).
Where the quotation expressly provides for a three-instalment schedule, it is set at forty per cent (40%) upon order, forty per cent (40%) before shipment, and twenty per cent (20%) payable no later than thirty (30) calendar days after the date shown on the transport document, irrespective of the actual date of arrival, customs clearance or availability of the goods to the Customer. This last instalment constitutes credit granted to the Customer; it may not be subject to any withholding, set-off or deferral on account of a claim, a customs delay or any event occurring after the transfer of risk defined in Article 4.2.
Original documents, and any document required for customs clearance, are released to the Customer only after actual receipt of the instalments due before shipment.
3.2 Payments are made exclusively by bank transfer to the FAMED account stated on the invoice. FAMED never notifies a change of its bank details by simple e-mail. Any request to change bank details must be verified by the Customer with its usual contact at FAMED through a separate channel before any payment. FAMED accepts no liability for a payment made to a fraudulent account; such a payment does not discharge the Customer.
3.3 Payment is deemed made on the date the funds are actually credited to FAMED's account, not on the date the transfer order is issued.
3.4 Failing payment of the balance within fifteen (15) days of notification that the goods are ready for shipment, FAMED may, at its option: suspend shipment and invoice storage costs; or terminate the sale automatically, the down payment remaining definitively acquired by FAMED as damages.
3.5 Any late payment automatically entails, without prior formal notice, interest for late payment at the rate of one per cent (1%) per month of delay, any month begun being due in full, together with reimbursement of the recovery costs incurred.
3.6 Failure to pay a single instalment makes immediately due all sums owed by the Customer under all current orders, and entitles FAMED to suspend any delivery, present or future, until full settlement.
3.7 The Customer may not make any set-off, withholding or deduction from sums due, for any reason whatsoever, including in the event of a pending claim or dispute.
3.8 Payment facilities for established customers. By way of exception to Article 3.1, FAMED may grant a Customer with whom it has an established business relationship, and whose previous orders have been paid in full and on time, special payment terms, such as payment within thirty (30) days from the date of the transport document or payment after delivery (open account terms). Such facilities: (a) are granted only in writing, case by case and for a specified order, by an express statement on the quotation; (b) are subject to a credit limit set by FAMED, beyond which any new order is suspended or made subject to the terms of Article 3.1; (c) may be made conditional on security such as a standby letter of credit, a bank guarantee or credit insurance; (d) are revocable automatically, for orders not yet shipped, in the event of late payment, deterioration of the Customer's financial situation or exceeding of the credit limit. Articles 3.3 to 3.7 and Article 6 (retention of title) apply in full to sales made with payment facilities.
4. DELIVERY, INCOTERMS AND TRANSFER OF RISK
4.1 Sales are made according to the Incoterm stated on the quotation, as defined by the Incoterms® 2020 of the International Chamber of Commerce. Failing such statement, the sale is deemed concluded CIP agreed port or airport of destination.
4.2 Risk passes at the point of delivery defined by the applicable Incoterm, irrespective of the transfer of title and of payment of the price. Under CIP and CIF, delivery is deemed completed, and risk transferred to the Customer, upon handing over the goods to the first carrier at the place of shipment, and not upon arrival at destination.
4.3 Delivery times are given for information only. They depend on the availability of manufacturers, carriers and port and customs authorities, over which FAMED has no control. Exceeding a delivery time may not give rise to cancellation of the order, refusal of the goods, withholding of payment, late penalties or compensation of any kind, unless FAMED has given a separate express written undertaking.
4.4 FAMED is entitled to make partial shipments, each giving rise to a separate invoice payable under the terms of Article 3.
4.5 The Customer must check the condition and conformity of the packages on arrival, in the presence of the carrier. Any damage, shortage or loss must be the subject of precise and reasoned reservations made to the carrier at the time of delivery and confirmed in writing within seven (7) days. Failing this, no claim may be made against either the carrier or FAMED.
4.6 Any claim concerning the apparent conformity of the goods with the order must be sent to FAMED in writing within seven (7) days of receipt, together with photographs and the references concerned. After this period the goods are deemed accepted without reservation.
4.7 The transport insurance taken out by FAMED, where the Incoterm so requires, corresponds to the minimum cover provided for by the Incoterms® 2020. Any extended cover must be requested in writing before shipment and is invoiced separately.
5. IMPORT FORMALITIES AND CHARGES AT DESTINATION
5.1 The Customer is the sole importer of the goods in the country of destination. It is solely responsible, at its own expense and risk, for obtaining all licences, authorisations, import approvals and certificates required, and for completing all customs formalities.
5.2 The following are borne exclusively by the Customer, even where the sale is concluded CIP or CIF: customs duties and import taxes, terminal, handling and unloading charges, warehousing, storage, demurrage and container detention charges, inspection or scanner fees imposed at destination, and any customs fine or penalty.
5.3 Where parking, demurrage or storage charges result from a delay attributable to the Customer, to its failure to provide documents or to that of its forwarder, they are re-invoiced to the Customer at their actual amount plus handling fees.
5.4 The Customer provides FAMED, in due time, with all information required to prepare the shipping documents (exact company name, address, tax identification number, local mandatory particulars). FAMED assumes no liability for a customs blockage resulting from incorrect or late information provided by the Customer.
6. RETENTION OF TITLE
6.1 FAMED retains full ownership of the goods sold until full receipt of the price, including principal, ancillary amounts, costs and interest.
6.2 This retention of title does not prevent the transfer of risk to the Customer under the conditions of Article 4.2, as from delivery within the meaning of the applicable Incoterm.
6.3 Until full payment, the Customer shall not resell, transform, pledge or create any security interest over the goods. It shall keep them identifiable and insured for their replacement value. In the event of seizure or claim by a third party, it shall inform FAMED without delay.
7. WARRANTY
7.1 FAMED acts as a reseller. The goods benefit exclusively from the commercial warranty granted by the manufacturer, under the terms, duration, territorial scope and conditions defined by the manufacturer. FAMED passes the benefit of this warranty on to the Customer and grants no warranty of its own in addition to or in substitution for it.
7.2 The applicable warranty period is that stated on the quotation or, failing this, that of the manufacturer. It runs from the date of shipment by FAMED.
7.3 The following are excluded from the warranty: normal wear and consumables; damage resulting from use not in accordance with the manufacturer's recommendations, defective installation or commissioning, lack of maintenance, non-compliant power supply, unsuitable environmental conditions, impact, accident, vandalism or force majeure; equipment that has been modified, repaired or serviced by a person not approved by the manufacturer; software and licences, which are governed by their publisher's own terms.
7.4 Any warranty claim must be the subject of a prior return authorisation request to FAMED. No equipment returned without written authorisation will be accepted. Outbound transport costs and risks are borne by the Customer. The warranty is performed, at the manufacturer's option, by repair, replacement or refund, to the exclusion of any other compensation.
7.5 Downtime of equipment under warranty gives no right to compensation, extension of the warranty period or provision of replacement equipment, unless separately agreed in writing.
8. LIMITATION OF LIABILITY
8.1 FAMED's liability, on any ground whatsoever, is limited to the amount exclusive of taxes actually paid by the Customer for the order giving rise to the damage.
8.2 FAMED is in no case liable for indirect or consequential loss, in particular: loss of operation, loss of production, loss of turnover or profit, downtime of a site or machine, loss of data, commercial or reputational loss, or third-party claims.
8.3 These limitations do not apply in the event of wilful misconduct or fraud by FAMED, or where the applicable law prohibits such a limitation.
9. FORCE MAJEURE
9.1 FAMED shall not be liable for non-performance or delay in the performance of its obligations resulting from an event beyond its reasonable control, in particular: natural disaster, epidemic, war, act of terrorism, civil unrest, strike, blockage or closure of a port, airport or border, major disruption of sea or air routes, piracy, failure or stock-out of a supplier or manufacturer, refusal or withdrawal of an export licence, embargo, international sanction, new administrative or customs measure, cyber-attack, or impossibility of transferring or converting currencies.
9.2 FAMED informs the Customer of the occurrence of the event as soon as possible. Obligations are suspended for the duration of the impediment. If it exceeds ninety (90) days, either party may terminate the order in writing, without compensation on either side, FAMED retaining the sums corresponding to costs and commitments already incurred with its suppliers.
10. COMPLIANCE, EXPORT CONTROL AND INTEGRITY
10.1 The goods may be subject to the export control, re-export and international sanctions regulations of the United Arab Emirates, the European Union, the United States or the country of origin.
10.2 The Customer warrants that the goods are intended for civil and lawful use, that it is not, and does not act on behalf of, a person or entity subject to restrictive measures, and that it will not re-export or transfer the goods in breach of the applicable regulations.
10.3 Each party undertakes to comply with the laws in force on anti-corruption and anti-money laundering. No payment, advantage or gift shall be granted, directly or indirectly, with a view to obtaining or retaining an improper advantage.
10.4 FAMED is entitled to suspend or cancel any order, without compensation, if its performance would cause FAMED to breach any of these regulations, or if a required authorisation is refused.
11. CANCELLATION
11.1 Confirmed orders are firm and final. Any cancellation by the Customer requires FAMED's prior written consent.
11.2 In the event of an accepted cancellation, the down payment remains acquired by FAMED as initial damages. Equipment specifically ordered from a supplier, non-standard, custom-configured or non-cancellable with the supplier remains payable in full by the Customer.
12. CONFIDENTIALITY AND INTELLECTUAL PROPERTY
12.1 Quotations, prices, discounts, commercial terms and sources of supply communicated by FAMED are strictly confidential and may not be disclosed to third parties without its written consent.
12.2 Technical documentation, product sheets, drawings and studies provided to the Customer remain the property of FAMED or their authors. No intellectual property right is transferred to the Customer by the sale. Trademarks and names appearing on the goods remain the exclusive property of their owners.
13. DATA AND COMMUNICATIONS
Data provided by the Customer is processed solely for the purpose of performing the business relationship and the related legal and customs obligations. Communications between the parties, including by e-mail, are binding between them, subject to Article 3.2.
14. GOVERNING LAW AND JURISDICTION
14.1 These GTCS, and all sales subject to them, are governed by the laws of the United Arab Emirates. The application of the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980) is expressly excluded.
14.2 Any dispute relating to the formation, interpretation, performance or termination of the contractual relationship falls within the exclusive jurisdiction of the courts of the Emirate of Sharjah, United Arab Emirates, notwithstanding multiple defendants, third-party proceedings or incidental claims.
14.3 These GTCS are drawn up in French. This English version is a translation provided for convenience; in the event of any discrepancy, only the French version is binding between the parties.
15. MISCELLANEOUS
15.1 The nullity or unenforceability of any clause of these GTCS does not affect the validity of the other clauses, which remain in full force.
15.2 FAMED's failure to rely on any clause hereof shall not constitute a waiver of its right to rely on it subsequently.
15.3 The Customer may not assign its rights and obligations without FAMED's prior written consent.
15.4 FAMED reserves the right to amend these GTCS at any time. The applicable terms are those in force on the date of the quotation.
FAMED LLC — Shams Business Center, Sharjah Media City Free Zone, Al Messaned, Sharjah, UAE +33 6 13 47 67 37 | contact@famed-ltd.com | www.famed-ltd.com | Licence No. 2428147
MENTION À PORTER EN PIED DE DEVIS
This quotation is subject to the General Terms and Conditions of International Sale of FAMED LLC (version 1.1), attached hereto and forming an integral part of the offer. Signature of the quotation constitutes unreserved acceptance of these terms, which prevail over any terms of purchase of the Customer.