TERMS AND CONDITIONS OF SALE
1. General Terms and Conditions
These terms and conditions of sale are known to and accepted by the Client. These terms and conditions of sale shall be applicable to all sales and contracts/agreements between the Seller and the Client. The Seller is not bound by the purchase terms and conditions indicated on letters or other documents of his Clients. In case of contradictions between the general terms and conditions of the Seller and those of the Client, the general terms and conditions of sale of the Seller take precedence. No variation, extensions, omissions, cancellations, or qualifications of the present terms and conditions of sale shall be binding upon the Seller unless expressly agreed in writing by the Seller.
2. Confirmation of Orders
Placing an order presumes knowledge and acceptance of the present terms and conditions of sale. Only our written acknowledgment confirms acceptance of the order. We reserve the right to require advance payment for the orders to be accepted. Cancellation by the Client of an accepted order needs to be made in writing, and we reserve the right to reject such cancellation. The Client may be subject to cancellation charges. Goods already delivered cannot be returned or exchanged and will be invoiced. Changes by a Client to an accepted order shall be treated as a separate order unless otherwise agreed in writing. If any such change affects our ability to meet our obligations under the original order, the price, the discount – if applicable - or the delivery date are subject to change.
Goods will be invoiced at the prices applicable upon delivery and are EX-FACTORY unless explicitly agreed and specified otherwise. We reserve the right to correct any typing or clerical errors and assume no responsibility beyond that which is customary in our course of business.
Unless otherwise specified in our quotation, packaging based upon standard export practice is included in our prices. The currency exchange risk is at the expense of the Client.
4. Time of Delivery
We will make every possible effort to respect the time of delivery. Delays in delivery cannot lead to any compensation, nor to the dissolution of the agreement.
Our products are subject to modifications. Catalogues are sent by way of information only. Technical information contained in our catalogues, prospectuses and other printed matter serves as an approximate guide only. We cannot be held responsible for mistakes and errors of interpretation.
Risks of loss or damage to the goods are transferred to the Client upon delivery of the goods, without prejudice to any retention of title. We cannot be held responsible for any damage occurring during transport. The Client has recourse against the carrier in case of transport damage.
7. Force Majeure
The following circumstances are to be considered as circumstances beyond the Seller’s control if they arise after the conclusion of the contract and if they render its execution impossible: including, without limitation, general labour disturbance such as strike, lock-outs and occupation of factories and premises, industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, acts of terrorism, epidemics, pandemics, quarantine, compliance with any law or governmental order, rule, regulation or direction, sanctions, explosion, fire, destruction of equipment, factories and machinery, natural disasters (such as, but not limited to violent storm, cyclone, typhoon, hurricane, tornado, earthquake, volcanic activity, tsunami, flood), strikes, industrial disputes, mobilization, seizure, embargo, interdiction of currency transfer, rebellion, lack of means of transport, overall scarcity of raw materials, restrictions of energy consumption and any other circumstances beyond the Seller’s control.
8. Retention of Title
Title to the goods, subject to this contract and to all other goods subject of any contract whatsoever between us and the Client, which have been delivered to the Client but not paid for, shall not pass to the Client until the goods have been paid for in full price and any additional amounts (taxes, interests, etc. included). All risks are to be assumed by the Client. All advances paid remain acquired by us to compensate for any losses occurred in case of resale. The Client shall keep the goods in its possession in an unaltered state and free of pledge or other charge or security until full payment of the price.
If the Client resells the goods that are our property – even if processed – the Client transfer to us, as of today, by way of security, all claims resulting from this resale.
Unless otherwise agreed, all payments will be made in USD, cash against documents, and without discounts. In case of non-payment on the due date, we are entitled, by operation of law and without formal notice of default, to payment of interests at the reference interest rate applied by the UAE Central Bank, increased by 7 percent and rounded up to the nearest half percent. In addition, the Client shall have to pay the costs of the legal proceedings and all relevant collection charges.
In case of non-payment on the due date, we also reserve the right to increase the amount of the invoice by 10 %, with a minimum of 350 USD by way of fixed and irreducible compensation. Costs resulting from unpaid bills of exchange or cheques, as well as all other collection charges, are not included in this fixed compensation and will be charged to the Client separately.
In case of non-payment of one invoice on the due date, the balance of all other invoices will become immediately payable, even if they have not reached their due date. Drawing and/or accepting bills of exchange or other negotiable documents do not constitute a novation or derogation from the terms and conditions of sale.
11. Early Termination
Without prejudice to the stipulations of article 10, if the Client remains in default or commits any breach of any of its obligations towards the Seller (including, without limitation, failure to make payment when due) if the Client is declared bankrupt, makes any composition, if all or any part of his assets are attached or sequestrated or if any other event occurs which reduces the Client’s possibility to observe his contractual obligations, we reserve the right (without prejudice to any other right (e.g., right to compensation) or remedy) to:
(a) forthwith terminate the contract by notice in writing; and/or
(b) repossess any of the goods held by the Client of which ownership has not yet passed to the Client; and/or
(c) demand immediate payment of the contract price of the goods and of all other sums which may be outstanding on any account (whether under the contract or otherwise) whereupon the same shall become immediately due and payable.
12. Warranty and Liability
(a) Our goods are guaranteed for a period set out in the specific conditions of each particular contract or distribution agreement. This guarantee is limited to the repair or replacement ex-factory of the parts found to be defective, however subject to the conditions and warranties required by statute relating to the state, quality or condition of the goods. To the extent required by statute, any liability of the Seller arising from the breach of any condition or warranty shall not exceed [the total net invoiced amount of the goods]. The Sellers' option to repair or replace the goods is subject to the Client having complied with all instructions given to it by the Seller concerning the manner in which the goods shall be used and subject to the strict adherence to the warranty claim procedure of Seller in place, at any moment in time.
(b) Except to the extent provided in sub-clause (a) above, the Seller is not liable for any loss or damage, direct or indirect, consequential or otherwise, incurred in relation to the goods including, but not limited to, any loss or damage incurred as a result of any failure, breakdown, defect or deficiency in the goods nor of the conception of the materials used in the goods.
(c) No representation in relation to the goods shall be binding on the Seller unless expressly made in writing and signed by the [Sellers' general manager].
(d) The Seller takes every reasonable precaution in the manufacture of the goods and when compiling information about the goods.
(e) The Client acknowledges that the Seller is not in the business of supplying services and that any advice or other information provided by the Seller is done so gratuitously. Consequently, the Seller is not responsible for the advice given by its representatives concerning installation - in the broad sense of the word - of the sold goods.
(f) The Seller shall under no circumstances be held responsible for damages caused as a result of faults or delays in delivery of the goods.
13. Trade Compliance Statement
Client confirms that it will not use the goods in any end-use directly or indirectly related to nuclear, chemical, or biological weapons, or any missile systems for their delivery and that it will not deal with any person who intends to use the Goods in such any end-use.
14. Governing Law and Jurisdiction
The present terms and conditions of sale shall be exclusively governed by and construed in accordance with the laws of the United Arab Emirates. The courts of Dubai shall have exclusive jurisdiction to settle all disputes arising out of or in connection with the present terms and conditions of sale. However, we reserve the right to bring any disputes with the Client before the courts of the district in which the Client is domiciled.
No failure by us to object to provisions contained in the Client’s purchase order or other communications shall be deemed a waiver of the present terms and conditions of sale or acceptance of such provisions. A failure by the Seller to enforce or exercise any claim or right under the present terms and conditions of sale shall in no way be construed as a waiver of such claim or right or any other claim or right then or in the future.
16. Entire Agreement
If the present terms and conditions of sale are in conflict with any terms of any distribution agreement or similar agreement regarding the distribution of the goods and concluded between the Seller and the Client, the terms of any distribution agreement or similar agreement shall prevail over any inconsistent terms herein. The INCOTERM internationally acknowledged rules of interpretation of commercial terminology shall be applicable to the agreement between the Seller and the Client.
17. Severability clause
If any provision of the present terms and conditions are void, unlawful or unenforceable, such provision shall be deemed not to apply but the contract and the other provisions hereof shall continue to be in full force and effect.
18. Language of the Terms and Conditions of Sale
The present general terms are drawn up in English and Arabic.
In case of disputes, the English text takes precedence in case of interpretation difficulties.