1. ACCEPTANCE OF CUSTOMER'S ORDER
These terms and conditions apply to every order for goods and/or services ('Order') between the Supplier and the Buyer and any terms and conditions of the Buyer's Order deviating from or inconsistent with these terms and conditions are expressly excluded, obviated and rejected by the Supplier. This exclusion and rejection includes any statement by the Buyer that the Buyer's terms and conditions shall prevail notwithstanding any stipulation by the Buyer regarding the manner of declaring such rejection. A contract is only concluded between the Supplier and Buyer for the supply of goods and/or services when the Order has been accepted by the Supplier. The terms of this Clause apply to every quotation or offer by the Supplier for the supply of goods and/or services.
2. PRICES All prices are exclusive of insurance or delivery/freight charges and the Supplier may invoice the goods sold at the Supplier's price relevant to the goods ordered at the date of delivery of each Order. Where the Supplier publishes or discloses a price list, this list is an invitation to treat only and the Supplier reserves the right to accept or reject in its absolute unfettered discretion any Order which may be received by it. The Buyer acknowledges that the price of the goods and services may change from time to time without notice and it is the Buyer's responsibility to confirm the price at the time the Order is placed. The Buyer is otherwise taken to have accepted the price that is applicable at the time as shown on the Quotation or Tax Invoice issued by the Supplier. Where the Buyer varies the Order in any way whatsoever resulting in the supply of further goods and/or the provision of further services and/or the incurring of further expenses on the part of the Supplier, the Buyer shall be charged a fee in addition to the initial quoted or invoiced fee, such fee to be calculated at the Supplier's standard fees for the time being.
3. PROPERTY & RISK The risk in the goods sold pass to the Buyer when all or part of the goods are loaded for consignment at the Supplier's premises whether by carrier employed or engaged by the Supplier or the Buyer. The Supplier will take out a blanket marine insurance policy on the request of Buyer to cover all goods shipped by a carrier chosen by the Supplier to the destination point. (DEFINITION of 'Blanket Insurance' A single policy on an insured property that covers more than one type of property at the same location, the same kind of property at more than one location, or two or more kinds or property at two or more locations.) Where the Buyer chooses the carrier the insurance risk lies with the Buyer. Notwithstanding anything contained herein, property in and legal title to the goods does not pass to the Buyer until payment for all debts owing to the Supplier by the Buyer has been received by the Supplier. Until such payment has been received by the Supplier, the Buyer will store the goods separately and apart from its own goods and those of any other person or company. The Supplier is entitled to re-take possession of all goods delivered until all debts owing to the Supplier by the Buyer have been paid in full. These provisions apply despite any arrangement under which the Supplier provides credit to the Buyer and these provisions will prevail to the extent of any inconsistency between these provisions and any other agreement or arrangement entered into by the Buyer and the Supplier. In addition, the Supplier may not only recover the purchase price of the goods sold but also all the other costs from the Buyer by legal proceedings and may file an application for the appointment of a liquidator to the Buyer notwithstanding that property in the goods has not been passed to the Buyer.
4. SPECIAL ORDERS
Where the Buyer places an Order in writing with the Supplier for non-stock items, the Supplier will not accept return of non-stock items unless the manufacturer agrees to accept return from the Supplier. The Supplier may deduct transport, insurance, handling and restocking charges from the credit due to the Buyer where any such items are returned to the Supplier and their return has been accepted by the Supplier in writing.
The Supplier reserves the right to substitute some other make or brand with similar specifications if any item ordered by the Buyer is not available. Supplier must inform the Buyer about substitution in writing, The Buyer is deemed to have accepted substitution where the buyer does not object to same within seven (7) days of the date of delivery of the goods (unless a longer period is imposed by law. No return from the Buyer shall be entertained if the Buyer is not satisfied with the substituted goods.
6. CATALOGUE/WEBSITE AND SAMPLES
The Buyer acknowledges, agrees and accepts that there may be variations in the color and/or finish and/or texture of any actual products supplied to the Buyer from those as appearing in the Supplier's catalogue. from those as appearing in the Supplier's website. Or from any samples held by the Supplier.
The Buyer agrees to and will pay in accordance with the tax invoice rendered by the Supplier namely either by: payment in full prior to delivery of the goods and/or payment in full prior to delivery of the goods and/or cash on delivery or terms as stated.
If the Supplier extends trading terms to the Buyer, payment for all goods and/or services under any Order provided will be one of the following: Within thirty (30) days from the date of invoice created Within sixty (60) days from the date of invoice created Electronic funds transfer within seven (7) days from the date of invoice created Electronic funds transfer within fourteen (14) days from the date of invoice created 25% advance payment after the invoice created and remaining 75% after the goods delivered or documents are received LC (Letter of credit)
Cancellation of any Order between the Buyer and the Supplier requires an approval in writing from the Supplier otherwise the goods will be delivered to the Buyer and the Supplier will be entitled to payment from the Buyer. The Buyer must notify the Supplier of any cancellation within seven (7) days of placement of the Order. The Supplier is not obliged to supply goods in relation to any Order and may cancel the Order at any time if: There is a breach of any term of any Order between the Supplier and the Buyer OR the Buyer has provided any false or misleading information to the Supplier including information set out in any application for credit or to open an account with the Supplier.
9. SCOPE OF SERVICES
The Services Supplier will provide to Buyer are those requested in Buyer’s Order. Buyer authorizes Supplier to perform such Services (including related Services) which in Supplier’s reasonable opinion are necessary to fully carry out the terms or Buyer’s Order, even if Buyer have specified all the particular Services in Buyer’s Order.
10. ACCEPTANCE AND CLAIMS
Acceptance of the goods shall be deemed for all purposes to have taken place immediately upon transfer of possession. You will be deemed to have accepted the Goods and/or the provision of the Services (as the case may be) free of defects or other non-conformity with your Order unless we receive a substantial written claim as to any defects or other non-conformity within 7 days from the completion of the Commissioning period
11. INTELLECTUAL PROPERTY
All Intellectual property rights, such as trademarks copyright and designs, subsisting in goods supplied to, or produced for, the Buyer, unless agreed otherwise in writing by us, remains at all times the property of the Supplier.
12. FORCE MAJEURE
If delivery is prevented or delayed, in part or all, by reason of Act of God, or the consequence thereof including, but not limited to fire, flood, typhoon, earthquakes, or by reason of riots, wars, hostilities, government restrictions, trade embargoes, strikes, lockouts, labor disputes, boycotting of goods, ship shortage, manufacturer's bankruptcy, delays or damage in transportation or other causes beyond the Supplier's control, the Supplier may, at its option, perform the Order or the unfulfilled portion thereof within a reasonable time from the removal of the cause preventing or delaying performance, or rescind unconditionally and without liability this contract or the unfulfilled portion thereof.
13. CLERICAL ERRORS
Clerical errors, typing errors or other errors in computations, catalogue, quotation, acceptance, offer, invoice, delivery docket, credit note or specification of the Supplier shall be subject to correction by the Supplier.
All modifications and amendments to these provisions or any approvals hereunder shall be in writing by a duly authorized signatory of the Supplier, and if otherwise, shall not be binding upon the Supplier.
The Supplier may deliver the goods by installments or partial shipment and the Buyer will accept each such delivery. Unless otherwise agreed by the parties.
16. AUTHORITY TO OBTAIN AND EXCHANGE CREDIT INFORMATIONBuyer must authorize us to obtain from a credit reporting agency a credit report containing personal credit information about buyer in order to assess whether we will provide or continue to provide credit to you.Buyer must authorize us to contact any of the contacts or references provided by you and make any such enquiries as are necessary and reasonable to give proper consideration to your application for credit.We reserve the right to suspend the supply of further Goods and/or Services on credit to you without prior notice of such action to you.
All contracts between the Supplier and the Buyer shall be governed by the laws of the State of United Arab Emirates (U.A.E) and the parties shall submit to the non-exclusive jurisdiction of the courts of the United Arab Emirates (U.A.E) (and any courts which can hear appeals from such courts).
any contract between the Supplier and the Buyer may be executed on behalf of the Buyer by any agent or employee of the Buyer and the Buyer shall be bound by these terms and conditions irrespective of whether any such execution was unauthorized or fraudulent.
19. INDEMNIFICATIONThe Buyer acknowledges and agrees to defend, indemnify and hold harmless the Supplier from and against any and all claims, actions, demands, proceedings, suits, penalties, fines, judgments, costs, losses, damages, omissions, injuries and expenses, including legal fees (on a solicitor-own-client basis) and expenses, which are related to, in connection with or arise out of or incidental to the provision by the Supplier to the Buyer of any goods sold or delivered.In the event that the Buyer neglects and/or fails and/or refuses to defend, indemnify or hold harmless the Supplier, the Buyer acknowledges and agrees.To being joined by the Supplier as a party to any proceeding.To pay to the Supplier all legal and other costs (on a solicitor own client basis) associated or in connection with the joinder of the Buyer;Waive and forever abandon any rights which the Buyer may have against the Supplier to claim or seek payment of any costs orders which may be made against the Supplier in favor of the Buyer in connection with any proceedings initiated as a consequence of.