1. General
1.1 Applicability
1.1.1 These Terms and Conditions apply to all quotations, offers, orders, agreements, and deliveries made by FELTBAY.
1.1.2 These Terms prevail over any terms and conditions of the client unless explicitly agreed otherwise in writing by FELTBAY.
1.2 Formation of Agreement
1.2.1 All offers and quotations issued by FELTBAY are non-binding unless stated otherwise in writing.
1.2.2 An agreement shall only be considered concluded after written confirmation by FELTBAY or upon receipt of the agreed advance payment.
1.3 Written Communication
1.3.1 Any communication made via email or other electronic means shall be considered legally equivalent to written communication.
1.3.2 Verbal agreements, promises, or representations shall not be binding unless confirmed in writing by FELTBAY.
1.4 Amendments
1.4.1 FELTBAY reserves the right to amend or update these Terms and Conditions at any time.
1.4.2 The applicable version shall be the version in force at the time of order confirmation.
2. Orders and Modifications
2.1 Order Confirmation
2.1.1 All orders become final, binding, and irrevocable upon receipt of the agreed advance payment.
2.1.2 Upon such receipt, production planning is initiated and materials are reserved or procured.
2.2 No Changes After Confirmation
2.2.1 After receipt of the advance payment, no changes are permitted to the order, including but not limited to specifications, dimensions, finishes, quantities, or delivery requirements.
2.2.2 Cancellation of orders after confirmation is strictly prohibited.
2.2.3 Reduction of quantities after confirmation is strictly prohibited.
2.3 Additional Orders
2.3.1 Any increase in quantities shall be treated as a new and separate order.
2.3.2 New orders are subject to new pricing, lead times, and availability.
2.4 Exceptional Changes
2.4.1 FELTBAY may, at its sole discretion, accept modification requests.
2.4.2 Any such approval may result in additional costs, revised timelines, and production adjustments.
3. Pricing
3.1 Price Structure
3.1.1 All prices are exclusive of VAT, duties, transport, insurance, and handling costs unless otherwise agreed in writing.
3.2 Price Basis
3.2.1 Prices are based on current costs including raw materials, labor, energy, and exchange rates.
3.3 Price Adjustments
3.3.1 FELTBAY reserves the right to adjust prices prior to delivery in case of increases in cost factors or external conditions.
3.4 Confidentiality of Pricing
3.4.1 All pricing and commercial conditions are strictly confidential.
3.4.2 The client shall not disclose or use such information for negotiation with third parties.
4. Payment Terms
4.1 Payment Conditions
4.1.1 Payment terms shall be as agreed between parties.
4.1.2 Standard terms include advance payment and balance before shipment or delivery.
4.2 Payment Obligations
4.2.1 Payments must be made without deduction, delay, or set-off.
4.2.2 Any dispute does not suspend payment obligations.
4.3 Late Payment
4.3.1 In case of late payment, FELTBAY reserves the right to suspend production or delivery.
4.3.2 FELTBAY may cancel orders without liability in case of non-payment.
4.4 Additional Costs
4.4.1 FELTBAY is entitled to charge interest and all collection or legal costs arising from late payments.
5. Delivery and Lead Time
5.1 Lead Times
5.1.1 All delivery times are indicative and based on current production and logistics conditions.
5.1.2 Lead times may vary due to material availability and operational factors.
5.2 Delays
5.2.1 Delays shall not entitle the client to compensation, cancellation, or price reduction.
5.3 Partial Deliveries
5.3.1 FELTBAY reserves the right to deliver orders in parts.
6. Transport and Risk
6.1 Delivery Terms
6.1.1 Delivery shall be Ex Works (EXW) unless agreed otherwise in writing.
6.2 Transfer of Risk
6.2.1 Risk transfers to the client at the moment goods leave FELTBAY's facility or are handed to the carrier.
6.3 Liability in Transport
6.3.1 FELTBAY shall not be liable for damage, delay, or loss during transport.
7. Product Specifications and Tolerances
7.1 Manufacturing Nature
7.1.1 Products are manufactured using industrial processes and may include natural or recycled materials.
7.2 Variations
7.2.1 Variations in color, texture, density, or finish may occur.
7.2.2 Such variations are not considered defects.
7.3 Tolerances
7.3.1 Dimensional tolerances of approximately ±1-2% are acceptable.
7.4 Samples
7.4.1 Samples, images, and renderings are indicative only and not binding.
8. Inspection and Claims
8.1 Inspection Obligation
8.1.1 The client must inspect goods immediately upon delivery and prior to use.
8.2 Claim Deadlines
8.2.1 Visible defects must be reported within three (3) working days.
8.2.2 Hidden defects must be reported within forty-eight (48) hours after discovery.
8.3 Claim Conditions
8.3.1 Claims must include documentation, photos, and clear descriptions.
8.4 Invalid Claims
8.4.1 Claims are invalid if goods have been processed, installed, cut, altered, or used. FELTBAY's sole remedy is, at its own discretion, repair, replacement, credit note, or refund of the defective goods only.
9. Warranty
9.1 Warranty Period
9.1.1 FELTBAY provides a limited warranty of twelve (12) months from the date of delivery.
9.1.2 The warranty applies only to proven manufacturing defects in the goods supplied by FELTBAY.
9.2 Scope of Warranty
9.2.1 The warranty is limited to defects in materials or workmanship that existed at the time of delivery.
9.2.2 The warranty does not guarantee suitability for a specific project, application, acoustic result, fire classification, or performance requirement unless expressly confirmed in writing by FELTBAY.
9.3 Client Obligations
9.3.1 The warranty applies only if the goods have been correctly transported, stored, handled, installed, used, and maintained in accordance with FELTBAY's guidelines, technical information, and generally accepted industry standards.
9.3.2 The client must ensure that all site conditions, substrates, fixing methods, adhesives, and installation methods are suitable for the goods.
9.4 Exclusions
9.4.1 The warranty does not apply to defects, damage, deterioration, discoloration, deformation, or performance issues caused by:
a. incorrect installation, cutting, fixing, handling, or processing by the client or any third party;
b. improper storage, transport, or site conditions;
c. exposure to moisture, humidity, water, direct sunlight, heat, dust, chemicals, or unsuitable environmental conditions;
d. normal wear and tear;
e. natural variations in color, texture, density, thickness, or finish;
f. misuse, negligence, accident, vandalism, or unauthorized alteration;
g. use of the goods for purposes other than those for which they were supplied;
h. failure to follow FELTBAY's cleaning, maintenance, storage, or installation guidelines;
i. defects in the building structure, substrate, adhesives, fixing systems, or other materials not supplied by FELTBAY;
j. any goods that have been installed, cut, processed, or used despite visible defects or damage before installation.
9.5 Warranty Claims
9.5.1 Any warranty claim must be submitted in writing within seven (7) days after the defect has been discovered.
9.5.2 The claim must include the order reference, batch reference where available, proof of purchase, clear photographs, a description of the defect, and any other information reasonably requested by FELTBAY.
9.5.3 FELTBAY must be given a reasonable opportunity to inspect the goods before any repair, removal, replacement, or further action is taken.
9.5.4 Any claim is invalid if the goods have been removed, repaired, altered, replaced, or further processed without FELTBAY's prior written approval.
9.6 Sole Remedy
9.6.1 If FELTBAY confirms that the goods are defective and covered under this warranty, FELTBAY's sole remedy shall be, at its own discretion, repair, replacement, credit note, or refund of the defective goods only.
9.6.2 FELTBAY shall not be liable for installation costs, removal costs, labour costs, transport costs, project delays, loss of profit, loss of business, consequential damages, indirect damages, or any other related costs.
9.7 No Extension
9.7.1 Repair or replacement of goods does not extend or renew the original warranty period.
9.7.2 Repaired or replaced goods shall remain covered only for the remainder of the original twelve (12) month warranty period.
9.8 Payment Condition
9.8.1 No warranty claim shall be accepted if the client has not paid the full purchase price for the relevant goods.
9.8.2 Any open payment dispute does not suspend the client's payment obligations.
10. Returns and Refunds
10.1 Conditions for Returns
10.1.1 Returns are only accepted if defects are proven and approved in writing.
10.2 Exclusions
10.2.1 Custom-made and production-based goods are non-returnable and non-refundable.
10.3 Return Costs
10.3.1 Return costs are borne by the client unless otherwise agreed.
11. Retention of Title
11.1 Ownership
11.1.1 Ownership remains with FELTBAY until full payment is received.
11.2 Restrictions
11.2.1 The client may not resell, pledge, or transfer goods before ownership transfer.
11.3 Reclaiming Goods
11.3.1 FELTBAY reserves the right to reclaim goods in case of non-payment.
12. Handling, Storage, and Installation
12.1 Client Responsibility
12.1.1 The client is responsible for proper handling, storage, and installation in line with FELTBAY's guidelines, a copy of which is available upon request.
12.2 Liability Exclusion
12.2.1 FELTBAY is not liable for damage caused by improper use, handling, storage, or installation.
13. Liability
13.1 Limitation
13.1.1 Liability is limited to the invoice value of supplied goods.
13.2 Exclusions
13.2.1 FELTBAY is not liable for indirect or consequential damages.
14. Force Majeure
14.1 Definition
14.1.1 Force majeure includes events beyond FELTBAY's control affecting performance.
14.2 Consequences
14.2.1 Obligations are suspended without liability during such events.
15. Suspension and Termination
15.1 Rights
15.1.1 FELTBAY may suspend or terminate agreements in case of non-compliance.
15.2 Immediate Payment
15.2.1 All outstanding amounts become immediately due upon termination.
16. Confidentiality
16.1 Confidential Information
16.1.1 All commercial information is confidential.
16.2 Restrictions
16.2.1 The client may not share or misuse such information.
17. Governing Law
17.1 Applicable Law
17.1.1 These Terms are governed by the laws of Abu Dhabi, UAE.
17.2 Jurisdiction
17.2.1 All disputes shall be settled in Abu Dhabi courts.
