SWS - General Terms and Conditions

SWS General Terms and Conditions

1.0        General Provisions

1.1        By ordering the goods or services (hereinafter as “goods”), concluding a contract as stated below or by taking delivery of the goods from SWS GERMAN WATER TREATMENT EQUIPMENT TRADING LLC (hereinafter as “SWS”), the Buyer confirms acceptance of these General Terms and Conditions (hereinafter as “GTC”) and declares that he understands the content of the GTC. GTC are an integral part of the contract as stated below and represent a complete mutual agreement between SWS and the Buyer.

1.2        SWS includes company SWS GERMAN WATER TREATMENT EQUIPMENT TRADING LLC, with registered seat at Office O-216 Abu Hail Building 13, Abu Hail, Dubai, United Arab Emirates, incorporated in the Commercial Register held by Dubai Chamber of Commerce & Industry, with the license number 1192662.

1.3        GTC take precedence over the terms and conditions of the Buyer, which are hereby rejected. Provisions in the contract as stated below take precedence over the GTC. All written agreements between the parties remain unchanged and shall prevail over the GTC.

2.0       Ordering

2.1       Any offers from SWS are non-binding, unless a validity period of the offer is concluded. SWS may at any time change the specification of the goods and the range of goods.

2.2       The Buyer orders goods by any means of written communication, including e-mail, fax, letter or internet communication, allowing identification of the Buyer. Regardless of the method of communication used when ordering goods, the order shall become binding and a purchase contract for the supply of goods is concluded (hereinafter as “contract”) after SWS confirms the order by order confirmation via E-Mail, Phone Text Message or by conclusion of the written purchase contract, or if no order confirmation or written purchase contract exists, then at the moment of delivery of the goods, they are ordered. Furthermore, the signing of the sales agreement by the buyer, shall also result in a binding order.

2.3       A contract confirmed by SWS may not be changed or cancelled by the Buyer unless approved in writing by SWS. In the event that the Buyer requests changes to the contract and SWS agrees, the Buyer is obliged to pay to SWS all costs associated with the change, especially the costs of production and delivery of goods, administrative activities, documentation, or other costs.

2.4       SWS may reject the acceptance of any order.

2.5       In the event of a customer cancelling an order after the order has been partially or fully paid, SWS retains the right to retain the amount already paid and is not obligated to provide a refund.

3.0       Packaging

3.1       Goods will be delivered in the appropriate packaging so as to avoid the risk of damage to the goods during transportation to the final destination.

3.2       Unless the packaging is specifically agreed upon, it shall be chosen by SWS.

4.0       Prices

4.1       Prices are concluded in the contract. Should a contract not exist, prices shall be charged according to the price list of SWS.

4.2       The prices are Delivery At Place (DAP), in accordance with INCOTERMS 2020, unless otherwise agreed, such as in the event that the customer requests shipment via airfreight or their own preferred delivery option.

5.0       Delivery

5.1       Deliveries will be made Delivery At Place (DAP), in accordance with INCOTERMS 2020. The delivery date is concluded in the contract.

5.2       Partial deliveries are permitted and may be billed. Transport insurance and any customs fees are governed by INCOTERMS 2020.

5.3       If the Buyer returns the goods without meeting the conditions for return or withdrawal from the contract, the Buyer shall pay all SWS costs associated with the manufacture and transportation of the goods, in particular the costs associated with material, labour, transportation, transport insurance and customs fees.

5.4       In the event of the Buyer’s delay in taking over the goods or due to the Buyer’s inactivity in taking over, transport, storage or installation of the goods, SWS will store the goods and the Buyer is obliged to pay SWS a storage fee in the amount of 0.1% of the price of the goods for each day of storage up to a total of 10% of the price of the goods. SWS is entitled to set off the storage fee against any payment made by the Buyer, in particular against the deposit.

5.5       If the Buyer is more than 3 months late with taking over the goods, SWS is entitled to withdraw from the contract and is entitled to reimbursement of costs incurred in performing the contract until the delivery of notice of withdrawal according to sec. 15.6 GTC.

6.0       Terms of Payment

6.1       The Buyer shall pay 50% of the price as a deposit within 7 days of concluding the contract or placing the order and 50% of the price before installation of the goods to the Buyer, unless otherwise agreed in the contract. Installation will not take place unless the goods have been paid in full, 3 day prior to the planned installation date.

6.2       Payment shall be deemed to have been made if the full amount payable to SWS is credited to SWS. The Buyer shall make payment directly to SWS or to the bank account designated by SWS.

6.3       In case of the Buyer’s late payment of the price or its partial, SWS has the right to charge the Buyer default interest of 10% p. a., which is applied from the following day of the invoice due date until the date of actual payment. No requirement of the Buyer extends the maturity date.

6.4       In case of the Buyer’s late payment of the price or its partial, SWS has the right at its sole discretion to defer or cancel any further deliveries of the goods without this step being considered a breach of contract, or withdraw from the contract. SWS is entitled to the reimbursement of costs incurred in performing the contract until delivery of a notice of deferment, cancellation or withdrawal according to sec. 15.6 GTC.

6.5       The Buyer may not at its counterclaim withhold any payment of the price, or a partial thereof. The Buyer shall not deduct its counterclaim amount from the purchase price without the express consent of SWS.

6.6       The Buyer may assign the rights and obligations towards SWS only with the written consent of SWS.

6.7       In the event that a third party pays for the Buyer the price with the consent of SWS, the parties acknowledge that it is the Buyer who has paid the price.

7.0       Retention of Title

7.1       SWS retains title to all supplied goods until all payments for goods are made. The Buyer shall store such goods separately from other goods until all payments are made.

7.2       Notwithstanding the foregoing provisions, the risk of damage to the goods shall pass to the Buyer upon delivery and installation of the goods.

7.3       A Buyer who is not the end customer is entitled under normal business circumstances to sell the goods. The Buyer shall retain any revenues resulting from the sale separately from their other funds for the benefit of SWS until all payments for goods are made.

8.0       Licences and Permits

8.1       When any licence or another authorization from government authorities is required to initiate or maintain a business relationship, the party which has its registered seat in a state that requires them shall arrange for licenses or permits unless local laws provide otherwise. If the party obliged to arrange this fails to meet this requirement, the other party is not in delay and shall have the right to withdraw from the contract. SWS is entitled to reimbursement of costs incurred in performing the contract until a delivery of notice of withdrawal according to sec. 15.6 GTC.

9.0       Complaints and Warranty

9.1       SWS shall check prior to installation that all the goods to be delivered to the Buyer are free of defects.

9.2       The Buyer is obliged to immediately inspect after receiving the goods whether the goods have apparent quality defects (hereinafter as “apparent defect”). The Buyer is also obliged to immediately inspect after receiving the goods whether the quantity of the goods is compliant with the contract (hereinafter as “quantitative defects“).

9.3       The Buyer must submit any complaints for apparent or quantitative defects to SWS within 14 days from receipt of the goods or acceptance of the goods, whichever occurs first. If the goods are detained in a customs warehouse, the Buyer is obliged to make claims according to the first sentence within 14 days from receiving the goods from the customs warehouse. Complaints made later might be rejected by SWS.

9.4       The warranty period for the hidden qualitative defects lasts 12 months and runs from the date of delivery of goods and, in the case of detention of goods in a customs warehouse, from the first day when the Buyer could take over the goods from the customs warehouse (hereinafter as „warranty“) unless local laws provide otherwise. Claims for hidden defects of the goods must be made without undue delay after the occurrence of this hidden defect, no later than 14 days from the discovery of the defect, but always until the end of the warranty period. If the installation of the goods is a subject of the contract, the warranty period runs from the completion of the installation. If the installation of the goods is a subject of the contract, but the installation is not subsequently performed by SWS due to the Buyer or due to a change in the contract, the warranty runs from the take over of the goods by the Buyer.

9.5       If the Buyer is more than 3 months late with taking over the goods, the warranty period runs from the first day following the expiration of 3 months from the day when the goods were ready for delivery, even if the goods were subsequently taken over by the Buyer.

9.6       The Buyer is not entitled to make a claim from apparent or hidden quality defects of the goods according to the previous paragraphs for goods sold at a lower price due to the occurrence of a defect.

9.7       Warranty or defect liability does not apply to small deviations from the goods specifications. Characteristics of the sample (such as colour, condition and size) listed in catalogues, brochures, sample cards, etc., are only binding if they are expressly concluded. In any case, however, the deviations caused by the manufacturing process, such as in colours, size, weight, and quality that meet the common quality standard for this type of mass-produced or handmade goods are acceptable.

9.8       Warranty or defect liability also does not apply to the goods which, in the opinion of SWS, were subjected to normal wear, abuse, alteration or attempted repair, neglect, misuse or accidents. For all electrical equipment, including but not limited to electric faucets, counter-top dispensers, under-sink machines producing cold, hot, sparkling, and ambient water, and any other types of electronics, a warranty period of 1 year applies. During this period, any defects in materials or workmanship will be addressed by the manufacturer or authorized service provider. The buyer is responsible for promptly SWS of any issues or concerns with the equipment. Furthermore, any required maintenance, servicing, or repairs not covered by the warranty shall be the responsibility of the client. It is important for the client to read and understand the warranty provisions outlined in the user manual and follow any prescribed procedures for maintenance and use to ensure the proper functioning and longevity of the equipment. In the event that repairs or replacements are required for the electrical equipment, which fall outside the scope of the warranty, the buyer acknowledges and agrees that SWS reserves the right to charge for the cost of the product and services needed. This includes, but is not limited to, the cost of replacement parts, labour, shipping, and any applicable taxes or fees. SWS will provide an estimate of the costs involved and seek the buyer’s approval before proceeding with any non-warranty repairs or replacements. The buyer understands that they are responsible for covering these expenses and agrees to make timely payment for such products and services rendered by SWS.

9.9       Warranty or defect liability does not apply to any damage caused by:

  1. Fire, water, storage or operation of the goods in insufficiently insulated premises where water or condensing humidity can occur;
  2. Storage or operation of the goods outside the temperatures between -20° C up to 45° C;
  3. Intervention of the Buyer or a third person to the goods without the prior consent of SWS;
  4. Intervention of the Buyer or a third person to the goods inconsistent with installation instruction, the maintenance and cleaning manual and other documents that are part of the packaging of the goods, or intervention in violation of technical standards or safety regulations;
  5. Lack or excess of electricity in the electricity network, use of goods under the wrong voltage or connection to prohibited or inappropriate energy sources.

9.10     Complaint must be notified by the Buyer to SWS in writing (e-mail, fax or letter).The   notice must be supported by a detailed description of the defect, in particular by describing how the defect is manifested, photo-documentation of the defect and documents of purchase. If the Buyer does not provide a purchase document, SWS may reject the defect complaint.

9.11     If a complaint for qualitative defects of the goods is notified and is well-supported and recognized by SWS, then SWS after an agreement with the Buyer (or if no such agreement is made then at its own discretion) shall either repair the goods or replace them with non-defective goods or shall provide the Buyer with a reasonable discount or complete refund in exchange for the faulty goods. Should SWS settle the defect complaint by replacing the goods or a part thereof, SWS will dispose of the products for the buyer.

9.12     All the Buyer’s costs associated with the complaint, including the costs of delivery of the goods to SWS, are covered by the Buyer.

9.13     If a complaint for quantitative defect is notified and SWS recognizes it, then SWS, after an agreement with the Buyer (or if no such agreement is made then at its own discretion), delivers the missing goods or issues a credit note crediting the Buyer.

9.14     SWS makes no other warranties and assumes no other obligations, unless expressly agreed.

9.15     All warranties apply only to the Buyer. The Buyer shall not transfer such warranties or provide warranties on behalf of SWS to third parties. However, the Buyer who is not the end customer can itself provide warranties to its customers.

9.16     Assembly: The business partners or subcontractors of the company Sphere Water Systems are not authorized to carry out any work beyond the agreed delivery or installation of the goods. However, if such work is carried out, the contractor shall not be Sphere Water Systems, but the respective business partner or subcontractor. If a system is installed by any other party not sanctioned by SWS, the warranty is void.

9.17     Further Warranty conditions: We certify to the original purchaser of the SWS system, that all system components are free from defects and are in perfect working order. The warranty period of 10 years for this quality product refers to quality and functionality, starting from the day of delivery. The following conditions apply:

a. Obvious defects must be reported within 7 days. A defect that occurs within the warranty period must be clearly attributable to material and/or manufacturing defects. Otherwise, the repair of the defect will be charged. The place of performance of the warranty services is the factory of the guarantor. Any transport costs or other costs associated with the transport and return of the product shall be borne by the guarantor during the first 2 years. After 2 years, these expenses will be borne by the customer. The warranty for all types of electrical parts sold and installed by SWS is one year and supersedes all prior warranty conditions or agreements. The previous warranty for Sphere Water Systems is expressly limited and invalidated in the following cases:

  • i. This warranty is valid only if the system has been installed and operated in accordance with the enclosed operating instructions. The SWS System is designed for a pressure of 3 to 6 bar and a water temperature of 1°C to 37°C. The water in the system must not freeze. The system is suitable for use with chlorinated and non-chlorinated (only in conjunction with UV lamp and regularly changed pre-filtration cartridges which filter chlorine) water, the impurities of which must not exceed 1500 p.p.m. The maintenance intervals for the pre- and post-filters of 1 year must be observed and adhered to. Violation of the operating instructions, misuse, negligent or improper repairs will void the warranty. In case of non-compliance with the specified replacement intervals, Sphere Water Systems does not assume any further liability for the water quality. Any consequential damage to the consumer or the system will then be at the expense of the owner. Any higher consumption of rinsing water will of course be charged to the owner.
  • ii. We do not accept any responsibility for any follow-up costs due to usage of the system in case of damage. This includes impairment of persons, possessions or loss of income, as well as further damage to building substance or furniture, regardless of whether the system is used in private or commercial manner. 

b. Sphere Water Systems does not assume any product liability for the products of other manufacturers and cannot be held responsible for any damage caused by improper installation or commissioning of the SWS-Systems to the customer or a third party. Sphere Water Systems also does not assume any product liability if the yearly maintenance is not done with Sphere Water Systems, as well as if any 3rd party products, such as other brands filters, have been installed or used with the SWS Systems.

  1.  

10.0     Liability and Damages

10.1     Liability of SWS is limited to direct damage to goods, and unless otherwise agreed in writing, cannot exceed the goods’ price paid.

10.2     SWS shall never be liable for indirect, incidental, extraordinary, consequential or other related damage, in particular, it is not liable for loss profits, if the liability is not expressly provided for by law for cases of intentional conduct and/or gross negligence. In this case, the Buyer shall bear the burden of proof.

10.3     SWS assumes no liability in connection with the further processing of the goods.

10.4     Product specifications and technical instructions are given according to the best knowledge for the goods. These specifications and instructions do not relieve the Buyer of the obligation to carry out its own tests of the proposed techniques and tests of suitability of the products for the intended application by the Buyer or his customer. Using the proposed techniques, as well as the application, use and processing of the goods are the sole responsibility of the Buyer. If the Buyer carries out further modifications, processing or other application of the goods (hereinafter as “modified goods”), SWS’s specifications and instructions do not release the Buyer from liability for the modified goods. Should the Buyer modify the goods, the Buyer shall defend, indemnify and hold SWS harmless against any and all claims of third parties based on liability for damage caused by the modified goods.

11.0     Force Majeure

11.1     In the event of circumstances that could not be foreseen at the time when the parties entered into the Contract and which obstruct the fulfilment of contractual obligations, the party shall have the right to postpone the fulfilment of obligations until normal commercial conditions are restored.

11.2     Only those events that could not be prevented or averted, such as fire, war, revolution, military action, blockade, strikes, natural disasters, actions of state authorities, epidemics, delays in transport or customs formalities and lack or loss of energy and materials that were not caused by the party shall be considered cases of force majeure.

11.3     The party who discovers a circumstance of force majeure is obliged to immediately inform the other party and notify the suspension of performance of the contract. The delivery period is extended by the period of suspension of the contract.

11.4     If the duration of such a force majeure circumstance exceeds 12 months, each of the contracting parties will have the right to withdraw from the contract. In the event of withdrawal for the reason stated in the previous sentence, neither party will have the right to claim any compensation from the other party, but SWS will be entitled to reimbursement of costs incurred in performing the contract until a delivery of notice of withdrawal according to sec. 15.6 GTC.

12.0     Intellectual Property Rights

12.1     The Buyer is only entitled to use the name for SWS goods packaging for the purpose of identifying the goods.

12.2     The Buyer who is not the end customer has the right, with the written consent of SWS, to mark a display cabinet or another exhibition place where exclusively SWS goods are placed for sale with SWS branding.

12.3     Any other use of name, branding, logos and other intellectual property rights owned by SWS, especially in connection with goods, services, trademarks, logos and other intellectual property rights of the Buyer or third parties is prohibited.

12.4     The use of any intellectual property rights of SWS in publications, regardless of the type of media, is subject to the prior consent of SWS. Without written permission, such publication is prohibited.

12.5     Any technical documentation, plans, drawings, shop drawing models, brochures, catalogues, etc. handed over to the Buyer shall remain the intellectual property of SWS. They are protected by copyright and against unfair competition. By taking these materials, the Buyer undertakes to protect the confidentiality of the information and not to use these materials for purposes other than those for which they were provided.

12.6     The Buyer may not make any changes to the SWS goods, promotional materials, or packaging.

12.7     The Buyer undertakes to oblige its customers who are not the end customers to comply with these rules regarding treatment of the intellectual property of SWS.

12.8     SWS shall not be liable for an infringement of intellectual property rights of third parties, if it occurs in connection with goods manufactured or sold on the basis of drawings, shop drawings, designs, models, specifications or other production documents provided to SWS by the Buyer (hereinafter as “Buyer’s design”). The Buyer declares that he is the sole executor of the rights to the goods according to the Buyer’s design. Buyer must defend, indemnify and hold SWS harmless against any and all third-party claims based on intellectual property rights, or otherwise related to the manufacture or sale of the goods according to the Buyer’s design. In the event of a third party submitting a claim against SWS based on the infringement of intellectual property rights in connection with goods according to the Buyer’s design, the Buyer is obliged to take over negotiations with the third party and to take part in any dispute in place of SWS at its own costs.

12.9     The wider use of trademarks, logos and other intellectual property of SWS is permitted for Buyers who are not end customers and who receive authorization from SWS and become its authorized distributors.

12.10   Authorization entitles the authorized distributor to free use of the SWS brand and trademarks for the purpose of marketing activities to promote sales of SWS goods according to the SWS terms for authorized distributors.

13.0     Personal Data Protection

13.1     The subject of the processing is personal identification data, especially name and surname, identification number, seat, e-mail address, telephone number and tax identification number, should the Buyer provide them.

13.2     SWS process the personal data for the purpose of communicating with the Buyer, preparation of the order or contract, sending of marketing communication, creation of an account and provision of customer services.

13.3     The legal ground for the processing is the fulfilment of the contract or the execution of measures taken before the conclusion of the contract at the request of the Buyer and the legitimate interest of SWS.

13.4     SWS for the conclusion of the contract uses services of subcontractors as other recipients of personal data, in particular software providers and administrators of software, websites, as well as accountants and tax service providers, including auditing, and mailing service providers.

13.5     Personal data are maintained in the territory of EU and outside the territory of EU, but they are not handed over to international organizations.

13.6     SWS has adopted legal, organizational and technical measures for the protection of processed personal data.

13.7     Personal data will be processed for the duration of the contract and for the duration of the limitation period.

13.8     The buyer has the right to (i) access, (ii) rectificate, (iii) erasure, (iv) restrict the processing, or (v) object the processing, (vi) data portability, (vii) complain before the Data protection office.

14.0 Special Conditions for Bespoke Solutions

14.1 Design Confirmation: For bespoke water filtration projects, the buyer shall provide written confirmation of the design specifications before the manufacturing or printing process begins. The buyer acknowledges that it is their responsibility to carefully review and approve the design to ensure its accuracy and suitability for their requirements. [Your Company Name] (“Seller”) shall not be liable for any errors, omissions, or discrepancies in the design that have been confirmed by the buyer in writing.

14.2 No Refunds for Bespoke Orders: Once an order for a bespoke water filtration system is placed, the buyer acknowledges and agrees that no refunds or cancellations will be accepted. This includes situations where the buyer changes their mind, alters their requirements, or cancels the project for any reason. The buyer understands that bespoke orders involve significant time, resources, and customization efforts that cannot be easily reversed or resold, and therefore, refunds or cancellations are not possible.

14.3 Scope of Project: The buyer acknowledges that the bespoke water filtration project is specifically tailored to their unique requirements and preferences. It is the buyer’s responsibility to provide accurate and detailed specifications, including but not limited to water capacity, filtration capabilities, installation requirements, and any other relevant factors. The buyer understands that any deviation from the agreed-upon specifications may result in additional costs, adjustments to the project timeline, or impact the overall performance of the system.

14.4 Intellectual Property Rights: Any intellectual property rights, including copyrights or trademarks, associated with the bespoke water filtration system design, documentation, or any other materials, shall remain the exclusive property of the seller. The buyer shall not reproduce, modify, or distribute such materials without obtaining prior written consent from the seller.

14.5 Limited Warranty: The bespoke water filtration system will be provided with a limited warranty as specified in the accompanying documentation. The warranty will cover defects in materials or workmanship under normal use conditions. However, the warranty will not apply to any issues arising from the buyer’s misuse, improper installation, or failure to adhere to maintenance instructions.

14.6 Limitation of Liability: To the extent permitted by law, the seller shall not be liable for any indirect, incidental, consequential, or punitive damages arising from the use, installation, or performance of the bespoke water filtration system. The total liability of the seller, if any, shall not exceed the purchase price paid by the buyer for the system.

15.0 Final Provisions

15.1     The Buyer is obliged to inform SWS without delay, within 3 days at the latest, about a change in the Buyer’s identification data, a change in the registered office or other change in the Buyer’s data.

15.2     The Buyer is obliged to inform SWS without delay, within 3 days at the latest, about a commencement of the Buyer’s insolvency proceedings or a decision on bankruptcy (hereinafter as “insolvency”).

15.3     In addition to the withdrawal stated above in these GTC, SWS also has the right to withdraw from the contract if:

a. The Buyer is in insolvency;

b. The Buyer does not intend to take over the goods or pay the price of the goods or part thereof, or

c. In the event of a material breach of the Buyer’s obligation in the contract or GTC.

15.4     In addition to the withdrawal stated above in these GTC, the Buyer also has the right to withdraw from the contract if:

a. SWS is in insolvency;

b. In the event of a material breach of SWS’s obligations.

15.5     Withdrawal from the contract is effective upon delivery of the withdrawal to the other party and the contract is terminated from the beginning.

15.6     If the contract is terminated for reasons other than proper performance, i.e. if the contract is terminated mainly by withdrawal from the contract, SWS is entitled to reimbursement of costs incurred in performance of the contract or in connection with it until its termination, especially material costs and work performed for the production, transport or administration associated with the delivery of goods. SWS is entitled to set off any payment made by the Buyer, in particular the deposit, against the incurred costs.

15.7     SWS reserves the right to change these GTC at any time at its sole discretion, unless the GTC are part of the contract for the supply of a bespoke project. SWS is obliged to notify the Buyer of changes by publishing on the website https://www.spherewater.com/terms or in writing. The Buyer has the right to terminate the contract within 30 days of notification.

15.8     All contracts entered into between SWS and the Buyer shall be governed by United Arab Emirates Law and any legal disputes shall be held in the Dubai International Arbitrage Centre. Application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

15.9     Disputes arising out of contracts entered into between SWS and the Buyer, who is not stated in the previous section 15.8 GTC and in connection with them shall be decided finally by the Arbitration Court attached to the Dubai Chamber of Commerce and the according to its rules by one arbitrator appointed by the president of the arbitration court in Dubai. The parties declare that the decisions reached by the arbitration court will be recognized by both parties as final and binding.

Effective from 1st July 2023