CCEI – GENERAL TERMS AND CONDITIONS OF SALE
Applicable to UAE / Middle East professional sales
1. Scope and General Application
These General Terms and Conditions of Sale (“Terms”) apply to all quotations, sales, and deliveries made by CCEI to buyers acting exclusively in the course of their professional or business activities.
These Terms apply to all products, services, and equipment sold by CCEI, including but not limited to:
• Pools Equipment & Accessories
• Water Treatment Technologies
• Wellness & Spa Solutions
Placing an order implies full and unconditional acceptance of these Terms in force on the date of the order.
Any other document issued by CCEI shall have indicative value only, unless expressly stated otherwise in writing.
No special purchasing conditions or contrary terms of the Buyer shall prevail over these Terms unless expressly accepted in writing by CCEI.
These Terms prevail over any purchase conditions of the Buyer, unless otherwise agreed in a specific written contract signed by both parties.
CCEI reserves the right to make any modifications or improvements, in whole or in part, to its products, materials, specifications, or documentation, at any time and without prior notice, provided that such modifications do not materially alter confirmed orders unless required for technical, regulatory, or supply reasons.
Any changes to these Terms or to the contractual scope must be agreed in writing by CCEI.
2. Quotations, Orders and Acceptance
CCEI’s quotations and proposals do not constitute a binding commitment until confirmed in writing by CCEI.
Orders are binding only after written confirmation by CCEI.
A non-acknowledged order shall not constitute acceptance by CCEI. If the Buyer does not receive an order confirmation within a reasonable time, it remains the Buyer’s responsibility to verify that the order has been received and accepted.
Quotation validity is specified on the relevant document.
Orders shall be deemed placed in accordance with the applicable product specifications, technical documentation, pricing sheets, and standard delivery conditions, unless otherwise expressly agreed in writing.
Any order requesting specific deviations, custom versions, special packaging, expedited delivery, non-standard configuration, or any other special requirement may be treated by CCEI as a special order and may be subject to additional conditions, lead times, pricing, and cancellation restrictions.
In the event of cancellation of an accepted order for reasons not attributable to CCEI, CCEI reserves the right to invoice:
• any advance payments already made,
• the cost of raw materials, special components, packaging, or custom work already committed,
• and any production, procurement, administrative, storage, or related costs already incurred.
3. Prices
Prices exclude VAT, customs duty, installation, commissioning, freight, insurance, export/import charges, local authority fees, and any other taxes or duties unless expressly stated otherwise.
Unless otherwise specified, prices are quoted Ex-Works or Ex-Factory.
Express freight or any special transport requested by the Buyer shall remain at the Buyer’s cost.
The prices applicable to the sale are those in force on the date of CCEI’s written order confirmation. Until that acceptance date, CCEI reserves the right to modify prices without prior notice.
4. Payment Terms
Payment terms follow the quotation, proforma invoice, order confirmation, or invoice issued by CCEI.
A cash payment, advance payment, or other security may be required by CCEI for first orders, special orders, export transactions, or where deemed necessary by CCEI.
Late payments may incur interest and/or late payment charges at the maximum rate permitted by applicable law, starting from the due date and without prior notice.
Any payment instrument, bank transfer, cheque, bill of exchange, or promissory note shall only be deemed effective upon actual clearance of funds.
If the Buyer fails to pay any amount when due, CCEI may, without prejudice to any other rights:
• suspend ongoing deliveries and/or services immediately,
• refuse any new order,
• declare all outstanding sums immediately due and payable,
• require advance payment for future orders,
• and recover all costs resulting from the default.
The Buyer shall not be entitled to withhold, defer, set off, or deduct payment for any reason unless expressly agreed in writing by CCEI.
CCEI retains ownership until full payment is received.
5. Retention of Title
Title to the goods remains the property of CCEI until full payment has been received, including:
– the invoice value of the goods
– taxes
– freight (if applicable)
– any outstanding charges, penalties, or interest
Until full payment is made:
– The Buyer holds the goods as custodian, not owner
– The Buyer may not sell, pledge, transfer, assign by way of security, or otherwise encumber the goods, except in the ordinary course of business where such resale is expressly permitted
– Risk of loss or damage transfers to the Buyer upon delivery, but ownership does not transfer until full payment is complete
If the Buyer resells the goods before paying in full, the Buyer:
– Assigns to CCEI, upon first demand, all receivables arising from such resale up to the amount owed to CCEI
– Remains fully liable for the outstanding balance
Any repossession, recovery, removal, storage, and associated costs shall be borne by the defaulting Buyer.
6. Delivery, Transport and Risk Transfer
Delivery dates are estimates only and do not constitute a strict obligation unless expressly agreed in writing.
No delay in delivery shall entitle the Buyer to cancel the order, refuse delivery, withhold payment, or claim penalties, damages, or compensation, unless CCEI has expressly accepted such liability in writing.
Risk transfers upon collection or delivery, in accordance with the agreed Incoterm or, failing such agreement, Ex-Works.
Transport may be arranged by CCEI at the Buyer’s request, but goods shall travel at the Buyer’s risk unless otherwise agreed in writing.
The Buyer must inspect goods upon delivery and report shortages, visible defects, non-conformity, or damage within 48 hours in writing, with supporting evidence.
The Buyer must also make all appropriate and precise reservations with the carrier at the time of delivery where transport damage or shortage is identified.
Failure to inspect and notify within the above period shall constitute acceptance of the goods as delivered, without prejudice to hidden manufacturing defects covered by the applicable warranty.
Storage, handling, re-delivery, demurrage, and related charges shall apply if the Buyer delays collection, acceptance, customs clearance, unloading, or site readiness.
7. Suspension for Non-Performance
If the Buyer fails to perform any of its obligations, including payment obligations, CCEI may suspend the performance of its own obligations, including manufacturing, dispatch, delivery, installation, commissioning, technical support, or warranty handling, until full compliance by the Buyer.
Such suspension shall not constitute a breach by CCEI and shall not entitle the Buyer to any compensation.
8. Installation Responsibilities
CCEI is not responsible for:
• Incorrect installation or assembly
• Improper site conditions (civil, drainage, electrical, MEP)
• Wrong system integration
• Poor workmanship by third parties
• Site access limitations, incomplete site readiness, or incompatibility with existing systems
Installation must follow manufacturer guidelines, technical documentation, and local regulations.
The Buyer remains solely responsible for ensuring that all installers, contractors, subcontractors, and end users are properly qualified and instructed.
9. Product Compliance and Technical Data
All technical specifications, drawings, dimensions, photographs, brochures, samples, and performance values are indicative only unless expressly incorporated into the contract.
Buyer must ensure products meet project requirements, application constraints, site conditions, and local approval requirements.
CCEI undertakes to supply goods substantially conforming to the relevant confirmed specifications and product documentation.
In the event of a quality claim or alleged product non-conformity, CCEI reserves the right to analyze the issue and determine the cause, severity, and appropriate corrective action.
If required, the parties may mutually appoint an independent expert to examine a technical dispute. The costs of such expertise shall be borne as agreed between the parties or, failing agreement, by the party ultimately found responsible.
CCEI shall not be liable for penalties, back charges, liquidated damages, or claims imposed on the Buyer by the Buyer’s own customer due to delay, quantity deviation, or non-conformity, unless expressly accepted in writing by CCEI.
10. Warranty
Warranty covers manufacturing defects only.
Warranty periods differ by product category and are defined in the official Warranty Certificate issued with the product.
The Sales Terms do not restate warranty details.
Reference: CCEI Official Warranty Document (Pools & Fountains, Water Technology, Wellness & SPA, Synthetic Grass).
Unless otherwise stated in the official warranty document:
• warranty does not cover normal wear and tear, consumables, chemical imbalance, improper maintenance, misuse, abnormal use, improper storage, incorrect installation, unauthorized repairs, external damage, environmental conditions, voltage fluctuations, or incompatibility with third-party systems;
• warranty is limited, at CCEI’s option, to repair, replacement, or credit of the defective product or defective part only;
• warranty does not cover dismantling, reinstallation, site intervention, travel time, access equipment, freight, customs charges, business interruption, loss of use, or any indirect costs unless expressly stated otherwise in writing.
Any return under warranty may be subject to prior written authorization, completion of an after-sales or return form, proof of purchase, and return in suitable packaging.
11. Returns & Replacements
Returns require written authorization from CCEI.
Buyer pays return shipping unless the product is proven defective and the defect falls within the applicable warranty.
Custom-cut synthetic grass, electrical items, chemicals, consumables, special-order goods, custom-configured goods, and used or installed goods are non-returnable unless expressly agreed otherwise in writing.
Returned goods not approved by CCEI may be refused or returned at the Buyer’s expense.
12. Limitation of Liability
CCEI is not liable for:
• Indirect or consequential losses, including penalties, delays, loss of profit, loss of business, loss of revenue, loss of opportunity, reputation damage, or claims from third parties
• Installation errors unless performed by CCEI
• Site damage or unsuitable site conditions
• Incorrect use, maintenance, storage, operation, or integration by the Buyer or third parties
• Delays or failure caused by suppliers, carriers, authorities, utilities, or third parties outside CCEI’s direct control
Maximum liability is limited to the invoice value of the goods concerned.
In no event shall CCEI be liable for any amount exceeding the value actually paid for the goods giving rise to the claim.
13. Buyer’s Obligations
The Buyer shall:
• comply with all applicable local laws, regulations, standards, approvals, and permit requirements relating to importation, storage, installation, resale, operation, and use of the goods;
• ensure that the goods are selected and used only for appropriate applications;
• communicate all necessary technical, safety, maintenance, and product information to its own customers, installers, contractors, and end users;
• not alter product labels, safety notices, instructions, packaging information, or traceability markings without prior written approval from CCEI;
• submit any translated technical, commercial, or safety content to CCEI for approval before use where CCEI branding, product identity, or technical content is involved;
• provide CCEI with all relevant information regarding complaints, incidents, defects, product failures, field claims, or safety concerns without delay;
• maintain appropriate traceability and records for the goods for a commercially reasonable period;
• ensure that its staff, resellers, installers, and technical teams receive adequate product training;
• maintain an appropriate after-sales service capability and, where relevant, a reasonable stock of spare parts or replacement components.
If the Buyer becomes aware of a defect, incident, safety issue, or complaint relating to the goods, the Buyer shall promptly provide:
• customer contact details, where appropriate
• product reference, lot/batch number, and quantity concerned
• detailed description of the issue
• photos, samples, or any available evidence
In case of a product recall, safety action, or field corrective measure, the Buyer and CCEI shall cooperate in good faith and exchange information without delay.
The Buyer may not present itself as the legal agent, representative, affiliate, or authorized spokesperson of CCEI unless expressly authorized in writing.
14. Compliance & Permits
Buyer is responsible for all:
• Site approvals
• Civil works
• MEP preparation
• Drainage
• Chemical handling compliance
• Local authority permits
• Import permits, customs clearance, and product registration where required
• Any approvals needed from developers, consultants, municipalities, civil defense, utilities, or any other competent authority
CCEI does not warrant that the goods automatically satisfy every local project approval requirement unless expressly agreed in writing.
15. Intellectual Property
All texts, drawings, images, technical documents, specifications, designs, models, trademarks, trade names, patents, product visuals, catalogs, and commercial materials provided by CCEI remain the exclusive property of CCEI or its licensors.
The Buyer may not copy, reproduce, distribute, publish, adapt, translate, or use such materials for any purpose other than the promotion and resale of CCEI products as authorized by CCEI.
The creation of websites, web pages, social media content, catalogs, or promotional materials using CCEI brand assets, product names, visuals, patents, or communication materials is prohibited without prior written authorization from CCEI.
Any unauthorized use may constitute infringement and may give rise to legal action.
16. Insurance
The Buyer shall maintain adequate civil liability, professional liability, product liability, and any other insurance reasonably appropriate to its business activities and obligations under the contract, and shall provide evidence upon request.
CCEI shall maintain appropriate insurance coverage for its own operations in accordance with its internal policy and applicable legal requirements.
17. Force Majeure
CCEI is not responsible for delays or failure caused by events outside its control, including weather, supply chain disruption, political events, acts of nature, shortages of raw materials, fire, flood, epidemic, pandemic, labor dispute, lockout, war, civil unrest, embargo, transport disruption, utility failure, governmental action, import/export restriction, machine breakdown, supplier delay, or any similar event beyond reasonable control.
In such case, CCEI’s obligations shall be suspended for the duration of the force majeure event without liability or compensation.
As soon as the preventing event ceases, contractual performance shall resume for the remaining duration reasonably possible.
If the force majeure event continues beyond a reasonable period and materially affects performance, either party may request termination of the affected part of the contract without liability for damages, save for sums due for goods or services already supplied and costs already incurred.
18. Hardship / Change of Circumstances
If circumstances beyond the reasonable control of either party arise after conclusion of the contract and make performance excessively onerous, the affected party may request a good-faith renegotiation of the affected terms.
During such renegotiation, the parties shall continue to perform their non-affected obligations.
If no reasonable agreement is reached within a reasonable time, CCEI may suspend or terminate the affected order or adapt the commercial conditions to reflect the new circumstances, subject to applicable law.
19. Governing Law and Dispute Resolution
These Terms are governed by UAE law.
Disputes will be resolved in the courts of the UAE, unless arbitration is mutually agreed in writing by the parties.
If the parties agree to arbitration, the seat, language, rules, and appointing authority shall be defined in a separate written agreement.
20. Severability
If any provision of these Terms is found invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
21. Entire Agreement
These Terms, together with the quotation, order confirmation, invoice, warranty document, and any specific written agreement signed by CCEI, constitute the entire agreement between the parties with respect to the relevant sale.
22. No Waiver
No failure or delay by CCEI in exercising any right shall constitute a waiver of that right.