SALES & PURCHASE AGREEMENT
TERMS AND CONDITIONS OF SALE
1. DEFINITION
1.1. “WS” means Water Solutions Pvt Ltd, a registered company in the Maldives.
1.2. “Buyer” means the company, firm, person, corporation, or public authority purchasing the Equipment and includes their successors, personal representatives, and permitted assigns.
1.3. “Equipment” covers all classes of equipment, machinery, and accessories which WS agrees to sell to the Buyer.
2. PRICE QUOTATIONS
2.1. WS shall sell and the Buyer shall purchase the Equipment in accordance with any written quotation of WS which is accepted by the Buyer, or any written order of the Buyer which is accepted by WS. These Terms and Conditions govern the Contract to the exclusion of any other terms and conditions, unless explicitly agreed in writing.
2.2. No variation to these Conditions shall be binding unless agreed in writing between authorized representatives of WS and the Buyer.
2.3. WS employees or agents are not authorized to make any representations concerning the Equipment unless confirmed in writing by WS. The Buyer acknowledges it does not rely on any representations not so confirmed.
2.4. Any advice or recommendation given by WS or its employees or agents is at the Buyer’s risk if not confirmed in writing. WS shall not be liable for such advice unless confirmed in writing.
2.5. Any typographical, clerical, or other error in sales literature, quotation, invoice, or other documents issued by WS shall be subject to correction without liability.
2.6. Unless otherwise agreed in writing by WS, all quotations are valid for thirty (30) days from the quotation date.
2.7. All quoted prices are exclusive of transportation, packaging, duties, withholding taxes, GST, sales taxes, or similar taxes, unless otherwise stated. These costs shall be borne by the Buyer. The Buyer is also responsible for complying with import regulations in the country of destination and payment of duties.
2.8. WS reserves the right to make changes in Equipment specification required to comply with statutory requirements.
3. PAYMENT
3.1. Terms of payment shall be as specified in WS’s quotation or invoice. Payment deadlines are of the essence of the Contract.
3.2. For Telegraphic Transfers, all bank charges shall be borne by the Buyer. Payments must be made net of charges. If WS receives short payment, WS will debit the Buyer for charges plus an administrative fee of USD 50.
3.3. If the Buyer fails to pay on the due date, WS may:
- Cancel or suspend further deliveries;
- Cease performance under any other agreements;
- Appropriate payments at its discretion;
- Charge interest at 1.5% per month of invoice value until full payment is made.
4. DELIVERY DATES
4.1. Delivery dates are approximate. WS shall make reasonable efforts but will not be liable for delay.
4.2. If the Buyer fails to take delivery within 60 days of the agreed date, WS may:
- Store the Equipment at the Buyer’s cost; or
- Resell the Equipment and charge the Buyer for any shortfall.
5. DELAY IN PERFORMANCE
WS shall not be liable for delays due to causes beyond its control including but not limited to natural disasters, war, strikes, embargoes, supply shortages, transportation delays, or power failures.
6. SHIPMENT AND PACKING
6.1. WS will ship as per Buyer’s instructions, or by a suitable method in their absence.
6.2. Packaging shall conform to standard commercial practices. All special packing and freight charges are for the Buyer’s account.
7. RISK AND PROPERTY
7.1. Risk of loss passes to the Buyer at the time of delivery or when notice of availability is given.
7.2. Ownership remains with WS until full payment is received.
7.3. Until ownership passes, the Buyer shall store Equipment separately, insure it, and identify it as WS property.
7.4. WS may repossess Equipment if payment is not made.
8. CHANGES AND CANCELLATIONS
8.1. Change orders issued less than 60 days before shipment may incur a 10% charge.
8.2. Orders cannot be cancelled except with WS’s written agreement, and Buyer shall indemnify WS against all losses and costs.
9. ACCEPTANCE OF EQUIPMENT
Acceptance shall occur after completion of WS test procedures or upon installation (if included). If installation is delayed by Buyer for more than 30 days, acceptance shall be deemed on the 31st day.
10. WARRANTY
10.1. WS warrants Equipment manufactured by it to be free of defects in material and workmanship under normal use for 12 months from delivery, installation, or notification of availability—whichever comes first.
10.2. Warranty exclusions include:
- Buyer-supplied designs, drawings, or software;
- Fair wear and tear, misuse, negligence, unauthorized repairs;
- Unpaid invoices;
-
Third-party components (covered only by original manufacturer warranties).
10.3. All other warranties implied by statute or common law are excluded to the fullest extent permitted.
10.4. Defect claims must be notified within 7 days of delivery or 14 days after discovery if latent.
10.5. Freight and insurance for warranty claims are Buyer’s responsibility.
11. DEFAULT OF BUYER
If the Buyer defaults in payment or enters insolvency, liquidation, receivership, or bankruptcy, WS may cancel the Contract and demand immediate payment of outstanding invoices.
12. ASSIGNMENT
WS may assign this Contract or its rights hereunder. The Buyer may not assign or transfer rights without WS’s written consent.
13. NO WAIVER
Failure of WS to enforce any provision shall not be a waiver of its rights.
14. SEVERABILITY
If any provision is found unenforceable, the remainder of the Contract remains valid.