Introduction
Please read these Terms of Use carefully before accepting them. By clicking the "Accept" button or by accessing or using the services, you agree to be legally bound by these Terms of Use and all terms incorporated by reference.
Acceptance of the General Terms of Use
These Terms of Use are entered into by and between you and BPW Middle East FZE, a legal entity duly registered in United Arab Emirates with the registered office at BPW Middle East FZE, RA08-XB07 & XB08, Jafza North Zone, Near Roundabout 8, Jebel Ali Free Zone, Dubai, P.O. Box 79736 (“BPW Middle East FZE”, “we”, “us”). By using the website or any services or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use in addition to our Privacy Policy, and any and all other policies, all incorporated herein by reference.
The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these "Terms of Use"), govern your access to and use of bpwmiddleeast.ae ("Website"). The Website and all other media, analytics, content, functionality, Services, and services offered by us or through us, are referred to as the “Services”. If you do not agree to these Terms of Use, you must not access or use the Website and any Services.
Usage Requirements
This Website is intended for use by individuals who have reached the legal age of majority in their respective jurisdiction or place of residence. By accessing and utilizing this Website, you confirm that you meet the legal age requirements, are not restricted from using the Website under any applicable laws, regulations, orders, or sanction lists, and that your use is for lawful purposes only. If you do not fulfill these criteria, please refrain from using or accessing the Website.
Content and its Intended Use
We reserve the right to modify the format and content of the Website at any time without prior notice. By continuing to use the Website, you acknowledge that your access is on an 'as is' and 'as available' basis, and any reliance on the Website is at your own risk. While we strive to ensure the accuracy of the information provided (excluding user-generated content), it is not intended to serve as authoritative advice or guidance on which reliance should be placed.
Reliance on Information Posted
The information provided on or through this Website is intended solely for general informational purposes. We make no guarantees regarding the accuracy, completeness, or relevance of this content, and any reliance you choose to place on such information is done at your own discretion and risk. We disclaim any liability for decisions or actions taken based on the material presented here, whether by you or by other users of the Website, or by anyone who becomes aware of its contents.
Additionally, the Website may feature content from third-party sources, such as user contributions or materials from licensors, aggregators, syndicators, or reporting services. All views, opinions, and statements expressed in this third-party content, including articles and responses, are solely those of the individual or entity that provided them and do not necessarily reflect our views. We accept no responsibility for the content or accuracy of materials provided by third parties and will not be held liable for any such materials.
Disclaimer
The information provided on our Website is intended for general informational purposes only and does not constitute professional advice or form the basis of any decision or transaction. We do not accept any liability for any claims or losses arising from decisions or transactions made based on the information provided on our Website, nor do we accept any liability for other uses of or reliance on this information.
We do not make any representations or warranties regarding the accuracy, completeness, currency, correctness, reliability, integrity, quality, fitness for a particular purpose, or originality of the content on our website. To the fullest extent permitted by law, all implied warranties, conditions, or other terms of any kind are excluded.
We accept no liability for any loss or damage of any kind incurred as a result of using our Website or relying on its content. Additionally, we cannot guarantee that our Website will be free from viruses or other harmful code. It is your responsibility to implement appropriate IT security measures, including antivirus protection, to ensure the safety and reliability of the content you access.
Changes to the Terms of Use
We may revise and update these Terms of Use at our sole discretion. Any changes will be effective immediately upon posting on our Website. By continuing to use the Website and any associated services after the revised Terms of Use have been posted, you agree to and accept the changes. We recommend that you periodically review this page to stay informed of any updates, as they will be binding on you.
Accessing the Websites
We reserve the right to withdraw or amend our Website, including any services or materials provided, at our sole discretion and without prior notice. We do not guarantee that our Website or any content on it will always be available or free from interruptions. We will not be liable if, for any reason, all or any part of the website is unavailable at any time or for any period. Occasionally, we may restrict access to certain parts of the Website or the entire website to users.
You are responsible for making all necessary arrangements to access the Website and for ensuring that all individuals who access the Website through your internet connection are aware of and comply with these Terms of Use.
To access certain areas or resources on the website, you may need to provide registration details or other information. It is a condition of your use of the Website that all information you provide is accurate, current, and complete. By registering or using interactive features on the Website, you agree that your information will be governed by our Privacy Policy and consent to our handling of your information in accordance with that policy. Exercise caution when entering personal information on public or shared computers to prevent unauthorized access to your information.
Trademark
The brand name “BPW Middle East FZE,” our logo, and all associated names, logos, services, service names, designs, and slogans are registered trademarks. Unauthorized use of these trademarks is prohibited and requires prior written permission. All other names, logos, service names, designs, and slogans featured on the Website are trademarks of their respective owners.
No content on the Website should be interpreted as granting any license or right to use these trademarks for any purpose without the explicit written consent of the rightful owner or a formal licensing agreement. Unauthorized use of our trademarks, logos, or any other proprietary information is strictly forbidden and may constitute a violation of trademark, copyright, or other applicable laws. If you print, copy, or store any content from the Website (permitted only as allowed by these Terms of Use), you must retain all copyright, trademark, and other intellectual property notices contained in the original content.
Orders
All delivery contracts, including orders and call-off orders, as well as any amendments or supplements to these contracts, must be made in writing. If the written form requirement is not fulfilled, the contract shall be deemed valid when we execute the order, which constitutes implied acceptance of the order. An order is not binding until we confirm it in writing. If we fail to accept an order or call-off order within three weeks of receipt, you have the right to cancel the order. Such cancellation must be communicated in writing, and we will not be liable for any costs or damages incurred by you as a result of the cancellation.
We reserve the right to make design changes to the product, provided that these changes do not affect its use or installation. Requests for modifications to an order must be submitted in writing and are subject to our approval. Approved modifications may lead to changes in the delivery schedule or price.
We will make reasonable efforts to fulfill orders according to the agreed delivery schedule. However, delivery dates are estimates and are not guaranteed. We are not liable for delays or failures in delivery caused by circumstances beyond our control. You are responsible for providing accurate and complete information when placing an order, including product specifications, delivery address, and contact details. We will not be responsible for any delays or issues arising from incorrect or incomplete information provided by you.
Any discrepancies or issues with an order, such as incorrect or damaged goods, must be reported to us within 6 working days of receipt. Failure to report such issues within this period may result in the loss of the right to claim discrepancies. Payment terms for orders will be specified in the order confirmation, and we reserve the right to withhold or delay the fulfillment of an order until payment has been received in full.
Payment
Payment for goods and services must be made in accordance with the terms agreed upon at the time of the order. All payments are subject to the Incoterms® 2020 (or the most current version thereof) as applicable to the transaction. These terms govern the delivery and transfer of risk associated with the goods.
You agree to make payment in the manner specified in the order confirmation, which may include bank transfers, credit card payments, or other methods as agreed upon. Payments must be completed in full by the due date indicated on the invoice or as otherwise specified. Any delays in payment may result in additional charges, including interest or late fees, as outlined in the payment terms.
If you have any disputes regarding an invoice or payment, you must notify us in writing within 6 working days of receipt of the invoice. Failure to notify us within this period will be deemed as acceptance of the invoice and the amount due. In the event of non-payment or late payment, we reserve the right to suspend or withhold the fulfillment of any pending orders or services until payment is received.
We may also assess administrative fees or legal costs incurred in the collection of overdue amounts. All payments must be made in the currency specified in the invoice or order confirmation. Any bank charges or fees incurred for currency conversion or international transactions are the responsibility of the customer.
We reserve the right to amend payment terms and conditions from time to time. Any changes will be communicated in writing and will apply to all future transactions unless otherwise agreed upon.
Delivery Dates
Delivery dates and deadlines are considered estimates and are non-binding unless expressly agreed otherwise in writing. BPW shall not be liable for any delays unless they result from wilful intent or gross negligence. In cases of delay due to slight negligence, BPW’s liability is limited to compensation for additional freight and refitting costs. Compensation for loss of profit, operational disruptions, or contractual penalties owed by the Customer is expressly excluded. If the Customer has set a reasonable deadline for BPW to fulfil its delivery obligations, and that deadline has passed without success, or if the Customer no longer has an interest in the delayed delivery, any compensation for damages shall be limited to the additional costs incurred by the Customer for securing replacement goods. In cases of force majeure or unforeseen events beyond BPW's control, any agreed delivery timeline may be reasonably extended, with BPW making every effort to promptly notify the Customer and propose a revised schedule. The Customer may not claim damages or cancel the order based solely on delays unless a binding delivery date was explicitly agreed upon and the delay does not meet any legal exceptions.
Notice of Defects
The Customer shall comply with the requirement to examine and notify non-conformity, i.e. to inspect the goods immediately after receipt and to notify us in writing immediately of any detected defects. Other defects of the delivery must be reported immediately to us in writing as soon as they are identified in the normal course of business. The Customer should notify us without undue delay within a maximum of 6 working days in writing, providing a detailed description of the defect and any relevant documentation to support the claim.
Failure to notify us of any defects within 6 working days from the receipt of the goods of identifying a defect during normal use, will result in the waiver of any claims related to those defects. The goods will be deemed accepted by the Customer, and we will not be liable for any claims arising from defects that were not reported in a timely manner.
The Customer is responsible for ensuring that any defective goods are properly handled and stored to prevent further damage until we can assess the issue. If a defect is confirmed, we will, at our discretion, either repair or replace the defective goods, or issue a credit or refund, as appropriate.
Please ensure that all notices of defects are sent to the contact address provided in the order confirmation or as otherwise specified in our communications. Any claims or disputes regarding defects must be resolved in accordance with the procedures outlined in these Terms of Use.
Liability for Defects
In the event that defective goods are delivered, you may assert certain rights provided that the relevant legal requirements and our outlined conditions are met, and unless otherwise agreed upon.
Initially, before production, processing, or installation begins, you must give us the opportunity to sort out, repair, or replace the defective goods. If we are unable to address the defect or if our efforts are unacceptable to you, you may terminate the contract without notice. In urgent cases, with our agreement, you may rectify the defect yourself or have it rectified by a third party, with any associated costs covered by us as previously agreed. If we repeatedly supply the same defective goods, you are entitled to withdraw from the contract concerning the goods that have not yet been delivered, after providing us with written notice.
If defects are discovered after production, despite adhering to the requirements of Section IV (Notice of Defects), you may claim rectification or replacement under the provisions of § 439 Sections 1, 4, and 5 of the German Civil Code (BGB), including additional transport costs incurred for such rectification or replacement (excluding towing charges), as well as dismantling and assembly costs (labor and material costs, if agreed). Alternatively, you may reduce the purchase price.
Should there be a breach of obligations beyond the delivery of defective goods, such as failure to notify, advise, or examine properly, you may seek compensation for consequential damages, as outlined in Section XI, including damages reimbursed to your customers. Consequential damages refer to losses suffered on other legally protected property due to the delivery of defective goods. Further claims for expenses and damages arising from defective goods are only valid if previously agreed upon.
Parts to be replaced must be made available to us immediately upon request and at our expense, or properly stored until inspection. If costs are involved, we may request that defective goods be destroyed.
Claims related to liability for defects expire 12 months after delivery. The warranty period does not reset with defect rectification or replacement delivery. For our product “ECO PLUS - AXLE SYSTEMS WITH AIR SUSPENSION,” we offer an extended warranty period of up to 5 years, subject to our warranty conditions. For the most up-to-date warranty terms, please refer to the latest version available on our website at www.bpw.de.
Non-Disclosure
Both parties are required to maintain the confidentiality of all commercial or technical information disclosed during the course of the business relationship that is not publicly available. This encompasses, but is not limited to, drawings, sketches, models, samples, tools, test reports, measurement data, procedures, processes, programs, software, parts lists, and any agreements regarding prices and quantities. Such confidential information must not be shared with unauthorized third parties or used in any manner that is not expressly permitted. The ownership of this information remains with us or the Customer, as applicable. The use of this information is restricted to what is necessary for the execution of operational requirements and must comply with relevant copyright and intellectual property laws.
Additionally, any sub-suppliers engaged by either party are required to adhere to the same confidentiality obligations. In the event of a breach of these confidentiality requirements, the affected party has the right to seek damages for any losses or harm incurred as a result of such breach. This includes compensation for any direct or consequential damages arising from the unauthorized use or disclosure of confidential information.
Force Majeure
In the event of force majeure, including but not limited to strikes, civil unrest, governmental actions (such as factory closures, restrictions, or withdrawal of permits), and other unforeseeable, unavoidable, and severe events, the contractual parties are relieved from their obligations under the contract for the duration of the disruption and its effects. This provision applies even if such events occur when a party is already in default.
Both parties are required to notify each other promptly and provide all relevant information concerning the force majeure event as soon as possible. Each party must take reasonable steps to mitigate the impact of the force majeure event on their performance and adjust their obligations in good faith to accommodate the changed circumstances.
If the force majeure event extends for an unreasonable duration or significantly impacts the ability of either party to fulfill their contractual obligations, both parties will engage in discussions to determine an appropriate course of action, which may include extending deadlines, adjusting the scope of obligations, or, if necessary, terminating the contract with no liability for damages resulting from the force majeure event.
The parties acknowledge that neither will be held liable for any failure or delay in performing their contractual obligations that is directly caused by a force majeure event. However, each party remains responsible for fulfilling any obligations not affected by the force majeure event.
Quality and Documentation
If we after careful testing cannot assure the Customer that the possibility of adverse effects can be excluded, we shall inform the Customer in advance before making any changes to the product, e.g. in terms of the materials or manufacturing process, enabling the Customer to ascertain whether the planned change will have any adverse effects. With regard to initial sample inspections, volume no. 2 of the German Association of the Automotive Industry (VDA) report, "Ensuring Quality of Supply, production process and product approval PPF”, in the latest version is applicable.
In the event that BPW Middle East FZE and the Customer have not specified the type and scope of these inspections and the testing equipment and methods to be used, the Customer shall, upon BPW Middle East FZE request, be prepared within the range of his expertise, experience and capabilities to discuss the testing procedure with us in order to determine the respectively required state of the testing technology. Moreover, the Customer must inform BPW of all relevant safety legislation.
With respect to the documentation and archiving of quality requirements (including special features), VDA volume no. 1 "Documentation and Archiving" in the latest version is applicable.
Insofar as the authorities that are responsible for vehicle safety, emissions standards etc. demand access to the Customer's production processes and test reports in order to ensure that certain standards are met, BPW undertakes to give all reasonable assistance upon the Customer's request.
Liability
Except where otherwise expressly provided in these Terms and Conditions, BPW Middle East FZE's liability for damages incurred by the Customer, whether direct or indirect, is limited as follows: BPW shall be liable for damages resulting from willful misconduct or gross negligence, including that of its vicarious agents, in accordance with applicable law. BPW Middle East FZE is also liable for damages caused by slight negligence if such damages result in injury to life, body, or health. For damages resulting from slight negligence in other cases, BPW Middle East FZE and its vicarious agents are liable only if essential contractual obligations are breached.
Essential obligations are those critical to the proper performance of the Agreement and upon which the Customer reasonably relies. In these instances, BPW Middle East FZE liability is limited to damages that are foreseeable and typical at the time of the Agreement’s conclusion. Claims are excluded if the damages result from the Customer’s non-compliance with the latest operating, maintenance, and installation instructions or technical documentation available on our website at bpwmiddleeast.ae.
This exclusion also applies to damages due to unsuitable or improper use, negligent handling, normal wear-and-tear, or unauthorized repairs. If the Customer intends to claim damages, they must immediately notify BPW Middle East FZE and provide all necessary information for BPW Middle East FZE to investigate the damages and facilitate resolution.
The Customer must cooperate with BPW Middle East FZE in any necessary steps, including settlement negotiations and, if required, support in recall processes. BPW Middle East FZE liability, irrespective of the legal basis for the claim, shall not exceed the amount of damages foreseeable and typical at the time the Agreement was made.
Retention of Title
BPW Middle East FZE retains ownership of all supplied goods until all claims arising from the business relationship with the Customer have been fully settled. This retention of title applies to all individual deliveries as part of a continuous delivery transaction and acts as security for any outstanding amounts. If the Customer combines or integrates the supplied goods with other movable objects, and one of these objects is deemed the primary item, BPW Middle East FZE will retain a co-ownership interest in the combined object proportional to the value of BPW's goods at the time of integration, and the Customer will grant BPW Middle East FZE indirect possession of this interest. Should the Customer sell the delivered goods, whether processed or unprocessed, they assign all related claims, including VAT and ancillary rights, to BPW Middle East FZE until claims are fully satisfied. If there are concerns about the Customer’s payment obligations, the Customer must notify third parties of this assignment upon request and provide BPW Middle East FZE with necessary information and documentation to enforce these rights. BPW Middle East FZE will release any securities held when their total value exceeds the secured claims by more than 20%, with BPW Middle East FZE determining which securities to release.
Transfer of Risk, Acceptance, and Default in Acceptance
The transfer of risk is governed by the Incoterms® 2020 (or the current valid version thereof) as agreed upon by BPW Middle East FZE and the Customer. The Customer may not refuse acceptance on the grounds of minor defects. If shipment is delayed or not executed due to circumstances beyond BPW Middle East FZE's control, the risk will transfer to the Customer at the time they are notified that the goods are ready for shipment or acceptance.
The Customer is responsible for arranging insurance coverage as specified by the agreed Incoterms®. Partial deliveries are permissible and must be accepted by the Customer, provided they are reasonable and do not substantially alter the contractual terms. In the event BPW Middle East FZE withdraws from the contract due to reasons attributable to the Customer, such as default in acceptance, BPW Middle East FZE may claim damages amounting to 25% of the agreed net invoice amount as compensation for non-performance.
The Customer retains the right to demonstrate that no damages were incurred or that the damages were significantly less than the specified flat rate. BPW Middle East FZE reserves the right to pursue additional claims for damages beyond this flat rate, considering it as the minimum amount of the claim. Furthermore, if the Customer fails to take delivery or accept the goods within the agreed timeframe, BPW Middle East FZE may also charge for any additional costs incurred due to the delay, including storage fees or re-shipment costs.
Prohibited Uses
You may access and use the Website solely for lawful purposes and in accordance with these Terms of Use. By using the Website, you agree not to:
- Engage in any activity that contravenes applicable national, regional, local, or international laws or regulations, including but not limited to laws governing the export of data or software to and from the UAE or other jurisdictions.
- Exploit, harm, or attempt to exploit or harm minors in any manner, such as exposing them to inappropriate content, soliciting personally identifiable information, or otherwise.
- Send, receive, upload, download, use, or reuse any materials that do not adhere to these Terms of Use.
- Distribute or facilitate the distribution of any unsolicited or unauthorized advertising or promotional material, including but not limited to "junk mail," "chain letters," "spam," or similar solicitations, without prior written consent.
- Impersonate or attempt to impersonate the Company, its employees, other users, or any other individual or entity, including by using email addresses or screen names associated with such persons or entities.
- Engage in any conduct that restricts or inhibits any person’s use or enjoyment of the Website, or which, in our sole discretion, may harm the Company or its users or expose them to legal liability.
Except as explicitly outlined in these Terms of Use, you are not permitted to engage in any activity that is not expressly authorized. You agree to use the Website and any related content strictly for lawful purposes, in accordance with all applicable laws and regulations, and in a responsible manner that does not harm our reputation or that of our affiliates.
All rights granted under these Terms of Use will be immediately revoked if you breach or fail to adhere to any of the conditions outlined herein. If you wish to use the Website for any purposes not expressly permitted by these Terms of Use, you must obtain a separate license from us. For further inquiries, please contact us at info@bpw-me.ae.
Indemnification
You agree to defend, indemnify, and hold harmless BPW Middle East FZE, its affiliates, licensors, and service providers, along with their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns, from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or related to your violation of these Terms of Use or your use of the Website, including, but not limited to, any use of the Website's content other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website.
Feedback and Comments
If you have any feedback, comments, requests for technical support, or other communications relating to the Website, you may contact support at info@bpw-me.ae.
Governing Law and Jurisdiction
All matters relating to the Website and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non- contractual disputes or claims), shall be governed by and construed in accordance with the laws of the United Arab Emirates as applied in the Emirate of Dubai. Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the courts of Dubai, United Arab Emirates.
Waiver and Severability
No waiver by BPW Middle East FZE of any term or condition outlined in these Terms of Use shall be considered a continuing or further waiver of such term or condition, nor a waiver of any other term or condition. The failure of BPW Middle East FZE to enforce any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is determined by a court or tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified or limited to the minimum extent necessary so that the remaining provisions continue in full force and effect.
Entire Agreement
These Terms of Use, along with any other applicable terms and policies, constitute the complete and exclusive agreement between you and BPW Middle East FZE regarding the use of the Website. They replace any prior or contemporaneous agreements, representations, or warranties, whether written or oral, pertaining to the Website.
Complaints
If you wish to raise a complaint, you may submit it through our online form or contact our team at info@bpw-me.ae. Upon receipt of your complaint, we will acknowledge it via email. We will thoroughly investigate the details of your complaint and provide a response within 45 business days.