CONTRACT TERMS AND CONDITIONS OF SALE

 

 1. PROVISION OF SALES BY VTS

VTS shall perform the Services in accordance with the Contract. In performing the said services, VTS shall take reasonable efforts to maintain the Elevators & Escalators under section 2 in a proper operating condition, which efforts include without limitation, as necessary, the examination, adjustment and lubrication of the Equipment. VTS shall use trained and appropriately personnel to perform the Services and shall provide the Services in accordance with the Statutory Requirements. VTS shall conduct the Services during Normal Working Hours. If the Customer requests additional services outside the scope of the Contract, VTS may (but has no obligation to) provide such services. If VTS agrees to provide such services, VTS will charge for these separately.

 

2.     EXCLUSIONS FROM THE SCOPE OF SERVICES

 Unless otherwise agreed in the Contract, the following work and/or materials (including manpower) are explicitly excluded from VTS’s responsibility and shall be separately chargeable by V TS:

 All Elevators/Escalators (Equipment)

i.              Repair and renewal of lighting elements;

ii.             Refilling and replacement of gearbox oil and disposal of waste oil;

iii.            Replacement of machine, drive unit, control panel (or components thereof) for any reason;

iv.            Cleaning, except for cleaning of the immediate areas in which the Equipment operates from dirt that is directly caused by the operation of the equipment and or by the provision of the Services by VTS;

v.             Equipment inspections or testing by authorities, inspection bodies or third parties (e.g. TÜV), including testing charges and participation of VTS in such inspection;

vi.            Maintenance, repair, renewal and replacement of the local area network (LAN), including any LAN cabling, interfaces and similar infrastructure in the building

vii.           Modifications or modernization to the Equipment or additional work, or works required by new or changed Statutory Requirements;

viii.          Any coordination with or assistance or support to any third party; and

ix.            Any repair, replacement of components and/or other work due to Excluded Events.

 

Exclusions in Elevators

Repair, renewal, replacement or redecoration of cars, shaft enclosures, gates, door panels, door frames, car and landing sills decorative works and Customer’s communications equipment (including info screens, TVs and relayed music), cylinders and pistons in hydraulic elevators or replacement of ropes or batteries for any reason, and cleaning of car interiors, car and landing sills, glazed shafts, car lights and/or car exteriors.

 

Exclusions in Escalators

Internal and external balustrades, handrails, truss cladding, skirtings, deck panels, floor plates, steps, step chains, comb plates, decorative finishes and other panels.

3.     RESPONSIBILITIES OF THE CUSTOMER

The Customer shall promptly inform VTS of any unsatisfactory operation or performance of the Equipment, any accidents or incidents involving the Equipment, any change in the use of the Equipment or the Site and any and all hazardous substances and/or materials, including without limitation asbestos, associated with the Equipment and/or the Site. The Customer shall provide a safe and adequate working environment for VTS personnel and a safe and reasonable access to the Equipment to carry out the Services. If the Equipment is dangerous to any person, the Customer shall take the Equipment out of use until VTS’s personnel arrive on Site.

The Customer shall co-operate with VTS as reasonably requested by VTS. The Customer shall provide any information requested by VTS relating to the Equipment and shall ensure that any information it provides is complete and accurate. The Customer shall notify VTS if a third party works on the Equipment during the term of the Contract. The Customer will reimburse VTS for the cost of inspecting any third party work and any additional worked required by VTS.

The Customer shall be responsible for the power supply necessary for the proper functioning of the Equipment, any power supply fluctuations or failures causing damage to the Equipment and all wiring in the building structure, including the local area network (LAN) used in the Site and any possible interface between the LAN and any part of the Equipment. The Customer shall be responsible to ensure that the LAN and any possible interface towards the Equipment meets the technical requirements provided by VTS and/or the supplier of the Equipment, and that these do not interfere negatively with the functioning of the Equipment. The Customer shall comply with all applicable Statutory Requirements, including work safety regulations and any applicable retroactive norms relating to the safety of existing equipment.

If the Customer determines that it requires services outside the scope of the Contract, the Customer shall provide VTS with an opportunity to provide a quotation. If the Customer elects to have a third party perform such services, VTS reserves the right to adjust the Price.

The Customer shall defend, indemnify and hold VTS harmless from and against all liabilities, costs, expenses, damages and losses by VTS arising out of or in connection with any breach of this Section 3 by the Customer or the Customer’s negligence or willful misconduct.

 To enable effective maintenance Customer shall provide following: (i) adequate lighting, ventilation and air conditioning in machine room, (ii) adequate lighting in lift shaft, (iii) safe access to machine rooms, (iv) detailed information of any unsatisfactory performance of equipment, (v) keep clean at all times the door sills, car and door panels, escalator steps and other such parts as are accessible without entering the machine room or lift shaft, (vi) use machine room and shaft solely for lift equipment and except in emergencies keep all persons other than VTS employees out of said areas and (vii) inform VTS of changes in the ownership of the building

 

4.     ADJUSTMENT OF PRICE

The Customer agrees to indemnify and hold VTS harmless from any claims or damages incurred by VTS (other than bank charges) as a result of Customer’s payment of the Contract Price using bank or credit card. The Contract Price may be adjusted by VTS annually in accordance with any increase in the cost of performing the Services during any invoicing period to reflect the increase in the cost of labor, materials and other costs of performing the Services, provided, however, said acceptance said increase is accepted by the Customer in writing Further, VTS reserves the right to adjust the Contract Price in the event the main purpose or frequency of use of the Equipment materially changes during

 

the Contract Term or in the event new Statutory Requirements enter into force materially affecting the scope of the Services or VTS’s costs related thereto.

 

5.     DELAYED PAYMENT BY THE CUSTOMER

If the Customer is in delay in the payment of any amount due under the Contract for more than thirty (30) days, VTS shall have the right, without prejudice to any other available remedies, to suspend the provision of the Services until the overdue payments have been received by VTS in full.

 

6.     SPARE PARTS AND COMPONENTS

All spare parts and components fitted by VTS, whether included in VTS’s scope of the Services or subject to a separate order, will be original parts or components or of similar functionality and quality. Only spare parts or components supplied by VTS shall be used for the Services.  VTS warrants that parts and components supplied by VTS shall be free from defects in design, materials or workmanship for a period of 6 months from installation by VTS, or if not immediately installed, from delivery to the Customer. The warranty does not cover defects due to normal wear and tear and Excluded Events. VTS’s liability to the Customer for any defects in design, materials or workmanship relating to parts and components shall be limited to the replacement of spare parts or components as set out in this clause 6. Title to parts supplied by VTS shall pass to the Customer only after payment in full for the parts. The title in all spare parts and/or components removed from the Equipment by VTS shall pass to VTS upon their removal.

 7.     LIABILITIES

Despite any other provision of the Contract, to the fullest extent allowed by applicable laws, VTS shall in no case be liable for any

i) damages or losses caused by Excluded Events; ii) loss of profit, loss of revenue, loss of use, loss of contracts, loss of business, loss of customers, loss of good will contractual liabilities of others or any indirect, consequential, incidental, special, or punitive damages; iii) damages or losses due to VTS being prevented from performing the Services due to Force Majeure or any failure of the Customer to satisfy any of its obligations under the Contract;

iv)   loss, damage or injury to persons or property due to the operation or malfunction of the Equipment, except to the extent that the loss, damage or injury is a direct result of VTS’s negligence or willful misconduct

v)   personal injury resulting from Equipment malfunctions or accidents which are not reported to VTS as set out in Section 3; and/or

vi)   failure by the Customer to carry out any work or make any repairs, replacements or upgrades recommended by VTS or required by Statutory Requirements, including work required by reason of the Equipment not being in a safe and satisfactory condition on the Contract Start Date or being or becoming obsolete. Despite any other provision of this Contract, VTS’s aggregate liability for any losses and/or damages arising under, out of or in connection with a Contract herein shall not exceed an amount equal to 10% of the aggregate Contract Price paid by the Customer under it.

 

In no event shall the aggregate annual amount of contractual penalties, liquidated damages or similar monetary penalties payable by VTS under the Contract for not meeting agreed deadlines or requirements, if any, exceed 1% of the annual Contract Price per week or 10% of the annual Contract Price in the aggregate.

Other than as explicitly set forth in the Contract, VTS makes no warranties, whether express, implied, statutory, or collateral, including without limitation warranties of merchantability and fitness for a particular purpose.

 8.     FORCE MAJEURE

 Neither Party shall be held responsible for any failure to perform its respective obligations under the Contract (other than payment obligations) in case such Party is prevented or delayed in performing those obligations by an event of force majeure. An event of force majeure is an event or circumstance which is beyond the reasonable control of any of the Parties, such as  but not limited to war (whether declared or not), revolution, terrorism or threats of terrorism, industrial disputes, natural disasters, epidemics, acts of God, acts of government (including the exercise of any statutory power), export or import prohibitions, trade sanctions, embargoes, transportation delays, material shortages, fire, explosions, floods, adverse weather conditions, munitions of war, explosive materials, blackouts, accidents, sabotage, civil commotion and riots.

 9.     TERMINATION OF CONTRACT      

Either Party may terminate the Contract by giving a written notice to the other Party in the event that the other Party goes into liquidation either compulsorily or voluntarily, or a receiver, administrator or administrative receiver is appointed in respect of the whole or any part of its assets, or if the other Party commits a material breach of the Contract and the said breach has not been remedied within thirty (30) days after receipt of written notice setting forth particulars describing the alleged breach. VTS has the right to terminate the Contract in case the Equipment does not meet statutory requirements or are otherwise unsafe to operate, use or maintain and the Customer refuses necessary repairs or modernization to correct the situation.

Further, both Parties have the right to terminate the Contract with immediate effect in case of:

i)    material changes in the main purpose of use of the Equipment or Site or material changes in the ownership of the Site;

ii)    the Equipment is serviced or repaired by a third party during the Contract term without the prior written approval of VTS; iii)    VTS is unable to perform the Services due to Excluded Events or Force Majeure for more than 90 days; iv)    the Customer fails to provide VTS access to the Equipment, a safe working environment and/or if hazardous substances are found at the Equipment or Site and the situation is not remedied by the Customer within 30 days;

v)    the Equipment does not meet the Statutory Requirements or is otherwise unsafe as determined by VTS and the Customer refuses necessary repairs or modernization of the Equipment to correct the situation; or vi) for convenience, through the service of a Termination Notice not later than thirty (30) days to the other Party in writing.

  Instead of terminating, VTS may in its sole discretion decide to suspend the Services until the situation giving grounds for termination is remedied.

 The Parties expressly acknowledge and agree that they consent to each Party’s entitlement to terminate the Contract pursuant to provisions hereof and that each Party shall be entitled to exercise such termination rights without the need to obtain a court order.

In the event that the Contract is terminated by either Party as set out above, the Customer’s payment obligations under the Contract shall survive the termination and VTS shall be entitled to receive payments from the Customer for any Services performed by VTS before the effective date of the termination. VTS, in turn, shall return any payments made by the Customer for Services not yet performed, except in the event the termination is due to the Customer’s default. In the event the Contract is terminated for any reason whatsoever VTS is entitled to disable or remove any i) hardware owned by VTS, and ii) Equipment specific maintenance productivity tools incorporated into the Equipment owned by VTS. In case of termination by either parties, VTS will not be responsible on any snags or rectification as per of the handing over to a new service provider.

 10.  APPLICABLE LAW

This Contract Agreement shall be governed by and construed in accordance with the federal laws of the United Arab Emirates and the laws of the Emirate where the Services are performed. Any disputes arising in connection with this Contract shall be finally settled by an applicable court of Abu Dhabi, United Arab Emirates.

 11.  MISCELLANEOUS

The Contract Agreement shall become effective after signing by both Parties and receiving the advance payment by VTS. The Contract constitutes the entire agreement between the Parties, and supersedes all prior negotiations, understandings, representations, and agreements between the Parties, if any. The Customer represents and warrants that in deciding to enter into the Contract, the Customer has not relied on any information supplied or statements made by VTS except those set forth in the Contract. The signatories warrant that they are duly authorized to enter into this Contract on behalf of the relevant Party.

The Contract may be amended or varied only by a written instrument signed by duly authorized representatives of both Parties. Any waiver of any rights or obligations under this Contract must be made in writing. No such waiver shall be a waiver of any past or future default, breach or modification of any of the conditions of the Contract, unless expressly stipulated in such waiver. This Contract can be freely assigned by VTS to any other company within the VTS group without a prior consent of the Customer. VTS may use subcontractors in performing the Services.