Please read the Terms carefully before signing the quotation. By signing the quotation, accessing or using our Services you acknowledge that you have read these Terms and our Privacy Policy which is incorporated herein by reference, as may be amended from time to time (collectively “the Terms”). These Terms shall govern any and all kinds of use and features offered via the Services as may become available from time to time. You agree to be bound by these Terms and to fully comply with them. If you do not agree to any of the Terms you should immediately stop using the Services. 

 

Custom Branding

HarmonyX is offering to place the You Logo on the Front Side of the bottle only. You can’t and are not allowed, under any circumstances, to remove the backside label, where it contains HarmonyX brand name and product details. Any violation of this Article would consider as a breach of the entire agreement and will have a copyright infringement

 

Labels

As this option offers our customers the flexibility to order any quantities without any commitment, we ask the customer to bear the charges of printing their labels, as these labels will be printed specifically for them and we will not be able to reuse them with any other customer. Therefore, we will be charging for these labels. 

 

DESIGN PROOF

An online proof will be provided to you. We strongly urge customers to check the electronic proof of their artwork before submitting the order.  No job will be sent to press without your approval. 

 

An online proof is NOT an accurate color reproduction of your final printed piece but is the final opportunity for you to check the layout, bleeds, crops and final text. Electronic proofs do not show transparency and overprint issues. They also do not show the color change from RGB or Pantone to CMYK.  Therefore, HarmonyX will not be liable for color variation between the proof and the printed product.  We will try our best to match the colors of the proof and the printed product but please understand that color variation differences are inherent inconsistencies of the printing process and we will not be held responsible for it. It is the customer's responsibility to provide the Pantone color number and determine if the job is color critical.

 

The proof should be checked by you against the original file for possible errors in layout, copy, spacing, punctuation or image placement. You, the Customer, are fully responsible for all that is contained in the final approved proof, so please make sure you review it thoroughly.

 

We will not start working on a print job until we have received the full payment for labels. Once a print job has been approved by the customer, no changes are allowed to the artwork files, job characteristics, or printing turnaround time. After a print job has been sent to our prepress department, the customer is responsible for paying the entire amount of that print job along with applicable taxes and shipping/handling fees, unless otherwise agreed upon in advance. 

 

Placing Orders

You can place a single order every month, we will not be able to receive multi orders during the same month.   We encourage our customers to plan for their demand quantities prior to placing the order. We understand that, in some cases, customers might not have enough storage space to accommodate the ordered quantities, we will be happy to deliver in multi patches. However,  products must be ordered one time covering the entire monthly consumption every month.

 

 

Committed Quantity: 

No Minimum Order, after the first order

 

Term

Valid as long as we have sufficient amounts of your labels in stock to facilitate production of at least 10 cases.

 

Payment Terms

You shall pay all invoiced amounts due to HarmonyX on receipt days of HarmonyX’s invoice. You shall make all payments hereunder by credit/debit card, wire transfer/check and in UAE Dirhams. You shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Moreover, You shall reimburse HarmonyX for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.

 

CANCELLATIONS

As this option offers “No Commitment”  customers shall be able to cancel or suspend at any time as long as all ordered quantities are fulfilled and fully paid.

 

Price

You shall purchase the Goods from HarmonyX at the prices (the “Prices”) set forth in the Signed Quotation. If the Prices should be increased by HarmonyX before delivery of the Goods to You, then this Agreement shall be construed as if the increased Prices were originally inserted herein, and You shall be billed by HarmonyX on the basis of such increased Prices. All Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by You. You shall be responsible for all such charges, costs, and taxes; provided, that, You shall not be responsible for any taxes imposed on, or with respect to, HarmonyX’s income, revenues, gross receipts, personnel or real or personal property, or other assets.

 

Delivery

The goods will be delivered within a reasonable time after the date of this Agreement, subject to availability of finished Goods. HarmonyX shall not be liable for any delays, loss, or damage in transit.

 

HarmonyX shall deliver the Goods to your Location (the “Delivery Point”) using HarmonyX’s standard methods for packaging and shipping such Goods. You shall take delivery of the Goods immediately of HarmonyX’s written notice that the Goods have been delivered to the Delivery Point. 

 

HarmonyX may, in its sole discretion, without liability or penalty, make partial shipments of Goods to You. Each shipment will constitute a separate sale, and You shall pay for the units shipped whether such shipment is in whole or partial fulfillment of the quantity purchased under this Agreement.

 

If for any reason You fails to accept delivery of any of the Goods on the date fixed pursuant to HarmonyX’s notice that the Goods have been delivered at the Delivery Point, or if HarmonyX is unable to deliver the Goods at the Delivery Point on such date because You has not provided appropriate instructions, documents, licenses, or authorizations: (i) risk of loss to the Goods shall pass to You; (ii) the Goods shall be deemed to have been delivered; and (iii) HarmonyX, at its option, may store the Goods until You picks them up, whereupon You shall be liable for all related costs and expenses.

 

Non-Delivery. The quantity of any installment of Goods as recorded by HarmonyX on dispatch from HarmonyX’s place of business is conclusive evidence of the quantity received by You on delivery unless You can provide conclusive evidence proving the contrary. HarmonyX shall not be liable for any non-delivery of Goods (even if caused by HarmonyX’s negligence) unless You give written notice to HarmonyX of the non-delivery within 3 days of the date when the Goods would in the ordinary course of events have been received. Any liability of HarmonyX for non-delivery of the Goods shall be limited to delivering the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered.

 

If HarmonyX delivers to You a quantity of Goods of up to 10% more or less than the quantity set forth on the Sales Order, You shall not be entitled to object to or reject the Goods or any portion of them by reason of the surplus or shortfall and shall pay for such Goods the price set forth in this Agreement adjusted pro rata.

 

Inspection and Rejection of Nonconforming Goods

You shall inspect the Goods within 7 days of receipt (“Inspection Period”). You will be deemed to have accepted the Goods unless it notifies HarmonyX in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as required by HarmonyX. “Nonconforming Goods” means only the following: (i) product shipped is different than identified in this Agreement; or (ii) product’s tag or packaging incorrectly identifies its contents.

 

If You timely notifiy HarmonyX of any Nonconforming Goods, HarmonyX shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods. You shall ship, at your expense and risk of loss, the Nonconforming Goods to HarmonyX’s facility located at DIP2. If HarmonyX exercises its option to replace Nonconforming Goods, HarmonyX shall, after receiving You’s shipment of Nonconforming Goods, ship to You, at You’s expense and risk of loss, the replaced Goods to the Delivery Point.

 

You acknowledges and agrees that the remedies set forth in herein are Your exclusive remedies for the delivery of Nonconforming Goods. Except as provided under herein, all sales of Goods to You are made on a one-way basis and You has no right to return Goods purchased under this Agreement to HarmonyX.

 

Termination  

In addition to any remedies that may be provided in this Agreement, HarmonyX may terminate this Agreement with immediate effect upon written notice to You, if You: (a) fails to pay any amount when due under this Agreement and such failure continues for 15 days after Your receipt of written notice of nonpayment; (b) has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or (c) You fails to meet the Committed Quantity of the first 6 months; or (d) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

 

GENERAL TERMS AND CONDITIONS

HarmonyX Intellectual Property

You acknowledges and agrees that none of You or its Affiliates is purchasing, acquiring, receiving a license to or otherwise obtaining any right, title or interest in, to or under any Intellectual Property owned or licensed by HarmonyX or any of its Affiliates, and under no circumstances whatsoever, the You will change the labeling of the Bottles and replace them with other labeling. Except as provided in this Agreement - Article 1, under Custom Branding Clause, You agree and acknowledge that sold goods will remain branded as delivered by the HarmonyX.

 

No Setoff

You shall not, and acknowledges that it will have no right, under this Agreement, any other agreement, document, or law, to withhold, offset, recoup, or debit any amounts owed (or to become due and owing) to HarmonyX or any of its affiliates, whether under this Agreement or otherwise, against any other amount owed (or to become due and owing) to it by HarmonyX or its affiliates, whether relating to HarmonyX’s or its affiliates’ breach or non-performance of this Agreement or any other agreement between You or any of its affiliates, and HarmonyX or any of its affiliates, or otherwise.

 

Warranties

HarmonyX warrants to You that for a period of 3 months from the date of shipment of the Goods (“Warranty Period”), such Goods conform to Dubai Municipality specifications and free from defects in materials and workmanship.

 

The HarmonyX shall not be liable for a breach of the warranty set forth above unless:

You gives written notice of the defect, reasonably described, to HarmonyX within (3) Three days of the time when You discovers or ought to have discovered the defect; (ii) HarmonyX is given a reasonable opportunity after receiving the notice to examine such Goods and You (if requested to do so by HarmonyX) returns such Goods to HarmonyX’s place of business at HarmonyX’s cost for the examination to take place there; and (iii) HarmonyX reasonably verifies You’s claim that the Goods are defective. 

HarmonyX shall not be liable for a breach of the warranty set forth in above if: You makes any further use of such Goods after giving such notice; (ii) the defect arises because You failed to follow HarmonyX’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods; or (iii) You alters or repairs such Goods without the prior written consent of HarmonyX. 

Subject to above, with respect to any such Goods during the Warranty Period, HarmonyX shall, in its sole discretion, either: (i) replace such Goods (or the defective part) or (ii) credit or refund the price of such Goods at the pro rata contract rate provided that, if HarmonyX so requests, You shall, at HarmonyX’s expense, return such Goods to HarmonyX.

 

THE REMEDIES SET FORTH IN THIS SECTION SHALL BE THE YOUR SOLE AND EXCLUSIVE REMEDY AND HARMONYX’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN THIS SECTION.

 

Limitation of Liability

IN NO EVENT SHALL HARMONYX BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (i) WHETHER SUCH DAMAGES WERE FORESEEABLE, (ii) WHETHER OR NOT HARMONYX WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (iii) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND (D) THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

 

IN NO EVENT SHALL HARMONYX ‘S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO HarmonyX FOR THE GOODS SOLD HEREUNDER.

 

Compliance with Law

You are in compliance with and shall comply with all applicable laws, regulations, and ordinances. You have and shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement.

 

Indemnification

You shall indemnify, defend, and hold harmless HarmonyX and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, any claim of a third party arising out of or occurring in connection with the products purchased from HarmonyX or Yours negligence, willful misconduct, or breach of this Agreement. You shall not enter into any settlement without HarmonyX’s or Indemnified Party’s prior written consent. 

 

 

Confidential Information

All non-public, confidential, or proprietary information of HarmonyX, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by HarmonyX to You, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized by HarmonyX in writing. Upon HarmonyX’s request, You shall promptly return all documents and other materials received from HarmonyX. HarmonyX shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) known to the You at the time of disclosure; or (c) rightfully obtained by the You on a non-confidential basis from a third party.

 

Entire Agreement

This Agreement, including and together with any related exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

 

Survival

Subject to the limitations and other provisions of this Agreement: (a) the representations and warranties of the Parties contained herein shall survive the expiration or earlier termination of this Agreement; and (b) Confidentiality Section of this Agreement, as well as any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or earlier termination of this Agreement. 

 

Notices

All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement must be in writing and addressed to the other Party at its address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all notices must be delivered by personal delivery, nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a notice is effective only (a) on receipt by the receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this Section.

 

Waiver

No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

 

Cumulative Remedies

All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties, or otherwise. 

 

Assignment

You shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of HarmonyX. Any purported assignment, transfer, delegation, or subcontract in violation of this Section shall be null and void. No assignment, transfer, delegation, or subcontract shall relieve You of any of its obligations hereunder. HarmonyX may at any time assign, transfer, delegate, or subcontract any or all of its rights or obligations under this Agreement without You’s prior written consent.

 

Successors and Assigns

This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.

 

No Third-Party Beneficiaries

Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. 

 

Choice of Law

This Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement and thereto, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of Emirate of Dubai, United Arab Emirates, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the Emirate of Dubai.

 

Force Majeure

Any delay or failure of HarmonyX to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Party’s control, without such Party’s fault or negligence and that by its nature could not have been foreseen by such Party or, if it could have been foreseen, was unavoidable (which events may include natural disasters, embargoes, explosions, riots, wars, acts of terrorism, strikes, labor stoppages or slowdowns or other industrial disturbances, and shortage of adequate power or transportation facilities).

 

Relationship of the Parties

The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, franchise, business opportunity, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever. No relationship of exclusivity shall be construed from this Agreement.