Standard Terms & Conditionsof Business

ARTICLE 1 – SCOPE AND EFFECT

1.1 Unless otherwise stated in a written agreement, all orders placed by the Buyer with Orchid International FZCO hereinafter referred to as “ORCHID” for the purchase of labels, tags & tickets (hereinafter collectively referred to as “Tags” or “Products”), manufactured and/or distributed, sold or marketed by ORCHID, shall be governed by these Standard Terms & Conditions of Business.

These Standard Terms & Conditions of Business are supplemented or amended by specific product terms as set forth in the respective product data sheets, including without limitation specific warranty terms.

1.2 Notwithstanding anything to the contrary or any additional or supplementary terms stated in the Buyer's Conditions of Purchase, the placement of any order by the Buyer with ORCHID is considered as an acceptance of these Standard Terms & Conditions of Business.

ARTICLE 2 – QUOTATIONS

2.1 All quotations made by ORCHID to the Buyer shall be valid for a period of 30 days from the date they are made unless otherwise specified in the quotation.

2.2 Prices are based on the supply of Products produced according to the provisions of the corresponding quotation. Should the Buyer desire to make any substantial change to said provisions, ORCHID reserves the right to re-quote.

ARTICLE 3 – ORDERS

3.1 Orders acceptance

ORCHID will accept an order by acknowledging receipt of the same to the Buyer. No order shall be deemed to have been accepted until an acknowledgement of receipt has been issued by ORCHID.

3.2 Cancellation of order

All orders placed by the Buyer shall be deemed to be firm and binding. Cancellation charges shall apply in accordance with the applicable terms.

ARTICLE 4 – PAYMENT & INCOTERMS

All prices are quoted either “Ex Works”, “FOB”, “CFR”, “CIF” or “DAP”, pursuant to Incoterms 2020 issued by the International Chamber of Commerce.

The exact Incoterms are mentioned in ORCHID’s order acknowledgement, as quoted and agreed with the Buyer.

ARTICLE 5 – TERMS OF PAYMENT

ORCHID invoices shall be paid in accordance with the agreed payment terms stated in the quotation or order acknowledgement.

ORCHID shall be entitled to interest for late payment and may suspend further deliveries until outstanding amounts are paid in full.

ARTICLE 6 – RETENTION OF TITLE

ORCHID shall retain title to the Products even after delivery to the Buyer, until the order has been fully paid for.

ARTICLE 7 – TRANSFER OF OWNERSHIP AND RISKS

Transfer of ownership and associated risks shall be governed by the applicable Incoterms ICC 2020 provisions.

ARTICLE 8 – WARRANTY

ORCHID warrants that Tags/Products supplied to Buyer shall comply with their functional specifications for a period of one year from the date of delivery.

Warranty remedies are limited to repair, replacement, or refund where applicable.

ARTICLE 9 – ACCEPTANCE

Upon delivery, the Buyer may perform acceptance tests where such tests have been previously agreed between the Buyer and ORCHID.

Claims regarding defective Products must be made within the applicable period and according to ORCHID return procedures.

ARTICLE 10 – CUSTOM TAG / MAPPING / APPROVAL FOR CODING

The memory of Tags supplied by ORCHID may be programmed according to a predefined mapping and technical specification.

Where customization or coding is requested, approval of the relevant proof documents shall release ORCHID from liability for work performed in accordance with the approved proof.

ARTICLE 11 – CUSTOMIZATION AND MARKING

Customization is negotiated case by case and must be accepted by ORCHID before an order is placed.

Products may carry visible quality or traceability markings.

ARTICLE 12 – LIABILITY LIMITATIONS

The aggregate liability of ORCHID to the Buyer shall not exceed the price effectively paid for the Products or services giving rise to the claim, subject to applicable law.

ORCHID shall not be liable for indirect, incidental, special, consequential or punitive damages.

ARTICLE 13 – INTELLECTUAL PROPERTY RIGHTS

Any Intellectual Property Right belonging to ORCHID at the time of placing the order, and any rights resulting from subsequent development or improvement by ORCHID, shall remain the exclusive property of ORCHID.

ARTICLE 14 – INDEMNIFICATION FOR INFRINGEMENT OF THIRD PARTY’S RIGHTS

ORCHID shall defend or settle qualifying third-party intellectual property infringement claims subject to the conditions specified in these Terms.

ARTICLE 15 – CONFIDENTIALITY

The Buyer undertakes to keep confidential and not disclose proprietary or confidential information received from ORCHID.

ARTICLE 16 – FORCE MAJEURE

ORCHID shall not be considered liable for delay or failure in performance caused by events beyond its reasonable control.

ARTICLE 17 – APPLICABLE LAW - JURISDICTION

The supply contract shall be governed by and interpreted in accordance with the laws of the United Arab Emirates.

Disputes that cannot be settled amicably shall be submitted to the exclusive jurisdiction of the Courts of Fujairah, UAE.

ARTICLE 18 – SEVERABILITY

If any provision is declared invalid or unenforceable, the remaining provisions shall continue in full force and effect.

ARTICLE 19 – OTHER STANDARD TERMS AND CONDITIONS

Purchase orders shall be binding as to the products and services ordered and shall be governed by these Standard Terms & Conditions of Business.