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STANDARD TERMS & CONDITIONS OF SALE

 

Rubaiya Zueaid Building Materials Company (L.L.C.)
(Hereinafter "Seller”)

 

1. Application:

Every sale and delivery by the Seller is based on the following terms and constitutes the entire understanding and Agreement between the Seller and Buyer (collectively the "parties"). Unless expressly agreed in writing, any terms and conditions contained in the buyers order or otherwise shall not apply.

 

2. Acceptance:

i) All orders are subject to the seller’s written acknowledgement and are accepted on the understanding that these conditions apply.

ii) Orders accepted cannot be cancelled without the seller’s written consent, and cancellation of any contract to which the buyer is a party will not constitute sufficient cause for cancellation of any order placed by the buyer.

 

3) Prices and Delivery:

i) Prices agreed upon are exclusive of all taxes and duties.

ii) Unless otherwise agreed, the prices and delivery terms are “ex-works”.

iii) Any request by the Buyer for delivery, or special or export packing will be charged separately.

iv) In stock-out situations, Seller shall make every reasonable effort to meet quoted/acknowledged delivery dates, but shall not be liable in any manner for failure to meet such dates.

v) The seller will arrange delivery of goods by means, at the sellers discretion, of ordinary goods transport, unless the buyer otherwise requires.

vi) All prices are subject to alteration without prior notice and are accepted on the understanding that they will be invoiced at prices ruling at the day of dispatch. The purchaser will pay such prices as so invoiced.

 

4) Payment:

i) The price for all goods shall be due for payment as agreed in our quote summary or as per credit facility allowed. The buyer will be granted credit facility only after approval of his credit application by the company (seller) director in writing.

ii) If the payment is not made on due date the seller reserves the right to suspend deliveries on this or any other contract from the buyer.

iii) Should the buyer fail to comply with the terms of payment punctually the seller shall be entitled to collect a service & admin charges at the rate of 1 ½% per month of the outstanding amount.

 

5) Title:

The Products sold hereunder remain Seller's property until full payment is effected to the Seller.

 

6) Risks:

Seller's responsibility for the products stops and the risk passes on to the Buyer on delivery to Buyer, his agent, carrier, transport company, mail or courier. The Carrier, Transport Company and mailing and courier services shall be deemed to be the agents of the Buyer and consequently any expense, damage or loss occurring during transportation has to be borne solely by the Buyer.

 

7) Products return:

Products once sold will not be taken back or replaced.

 

8) Warranties:

Except for individual written warranties supplied with the Products, the Seller does not accept and will not be liable for any warranties whether oral express or implied. In particular no implied or statutory warranties of merchantability or fitness for particular purpose shall apply.

 

9) Limitations of Liability:

i) The total liability of Seller, on any claim, whether in contract, warranty, tort (including negligence or patent infringement) or otherwise, arising out of, connected with, or resulting from the performance or non-performance of any agreement resulting here from or from the sale, delivery resale, replacement or use of any Product or the furnishing of any service, shall not exceed the price allocable to the Product or service which gives rise to the claim.

ii) In no event, whether as a result of Product defect/malfunction, breach of contract, warranty, tort (including negligence or patent infringement) or otherwise, shall Seller be liable for any special, consequential, incidental, indirect or exemplary damages, including, but not limited to, loss of profit or revenues, loss of use of the Products or any associated equipment, cost of capital, cost of substitute goods, facilities, services or replacement power downtime costs or claims of Buyer's customers for such damages. If Buyer transfers title to, or leases the Products sold hereunder to, or otherwise permits or suffers use by, any third party, Buyer shall obtain from such third party a provision affording Seller the protection of the proceeding sentence.

iii) If Seller furnishes Buyer with advice or other assistance which concerns any Product supplied hereunder or any system or equipment in which any such Product may be installed, the furnishing of such advice or assistance shall not subject Seller to any liability, whether in contract, Warranty, tort, (including negligence or patent infringement) or otherwise.

 

10) General:

(i) The delegation or assignment by Buyer of any or all of its duties or rights hereunder without Seller's prior written consent shall be void,

(ii) Buyer shall not use or export or re-export any Products or materials or information purchased/received from the Seller (or any copies thereof) in violation of any applicable laws or regulations of UAE, USA or the United Nations. Buyer shall at all times comply with any applicable UAE, USA, United Nations or other laws and regulations relating to the use and export of the Products or materials or information.

(iii) The provisions of any agreement resulting here from are for the benefit of the parties hereto and not for any other person except as specifically provided herein.

(iv) Buyer may terminate an order only upon paying Seller its termination charges determined in accordance with Seller's standard accounting practices upon submission of Seller's invoices therefore. Termination of an order shall not relieve either party of any obligation arising out of work performed prior to termination.

(v) As used throughout this instrument, (i) the term Product (or Products or goods) is defined to include all equipment, materials, supplies, components, services, design and data, in other words all work which Seller has supplied and/or contracted to supply.

(vi) The obligations of each party under this Agreement shall be suspended during the period and to the extent that such party is prevented or hindered from complying therewith by any cause beyond its reasonable control.

(vii) The invalidity, in whole or in part of any Article or Paragraph thereof shall not affect the validity of the remainder of such Article or Paragraph or of any agreement resulting wherefrom.

(viii) The validity, performance and all matters relating to the interpretation and effect of this Agreement and all disputes and/or differences resulting there from and any amendment thereto shall be governed by the laws of the United Arab Emirates.

 

11) Arbitration:

All disputes arising in connection with this contract shall be settled by arbitration. The arbitration shall be held in Dubai, United Arab Emirates and in accordance with United Arab Emirates Law of Arbitration. Judgment Upon the award entered may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award and all order or enforcement as the case may be.

 

12) Force Majeure:

The seller shall be under no liability for any delay in carrying out, or for the non performance of, any of its obligation under these terms caused by any circumstances (including, but not limited to, war riot, accident, fire, storm, flood, industrial dispute, and supplies or labour shortages) beyond its direct and reasonable control.

 

13) Health and Safety:

The buyer will ensure that all information  supplied by the seller on the use of the goods (including information on the conditions necessary to secure that use is safe and without risk of health) will be available to and will applied by its employees and contractors and purchasers from the buyer.

 

14) Amendments:

These Terms & Condition of Sale may be reproduced or amended by seller’s board of directors without notice.

 

15) U.A.E Law:

All contract of sale and these conditions shall in all respect be construed and operate in accordance with U.A.E. Law and the buyer hereby submits to the non-exclusive jurisdiction of the U.A.E. courts but without prejudice to the right of the company to bring proceedings in any jurisdiction it thinks fit.