1.1 Unless the subject or context otherwise requires, the following capitalized terms shall have the meanings ascribed to them in this section 1:
Agreement: any agreement between Seller and Buyer containing special terms and conditions in addition to or deviating from the GTC;
Buyer: the other party to the Agreement;
CISG: United Nations Convention on Contracts for the International Sale of Goods (1980)
DIAC: Dubai International Arbitration Center;
DIAC Rules: Arbitration Rules of the Dubai International Arbitration Center;
Disputes: disputes, controversies, claims and all other issues arising out of the formation, performance, interpretation, nullification, termination, invalidation or modification of the Agreement or in connection with the Agreement, the GTC or further agreements resulting thereof, inclusive but not limited to settlement agreements;
GTC: the present General Terms and Conditions of Seller;
ICC: International Chamber of Commerce;
ICC Rules: Rules of Arbitration of the International Chamber of Commerce in force as from 1 January 2012;
Incoterms: ICC Incoterms 2010;
L/C: Letter of Credit;
Principal Place of Business: the principal place of business, and in absence thereof, the habitual residence;
Products: goods delivered or to be delivered and/or services or (other) work carried or to be carried out by Seller under the Agreement;
Seller: Union Rebar Factory Metal Supply Limited, a company organized as an International Business Company, incorporated under the laws of the British Virgin Islands, having a branch in Jebel Ali Free Zone, Dubai, United Arab Emirates, with business premises at the address Near R/A No. 13, 01170;
UAE: United Arab Emirates.
1.2. Headings of the GTC are for convenience only and do not affect the interpretation of the GTC. Words importing the singular include the plural and vice versa, and the masculine, feminine and neuter genders include all genders.
2. Applicability GTC
2.1. Unless explicitly agreed to the contrary, any offer or agreement shall be exclusively governed by the GTC. The GTC shall be deemed incorporated into and made part of the Agreement between Seller and Buyer.
2.2. General or special terms and conditions in use by Buyer shall under no circumstance apply, unless expressly accepted in writing by Seller. Buyer acknowledges that the GTC supersede these general terms and conditions, regardless of whether Seller has rejected same upon receipt thereof.
2.3. The GTC may be revised from time to time, in which case the last amended version shall apply. Any modification, either change, waiver or addition, of the GTC must be agreed in writing and signed by the parties.
2.4. Additional special terms and conditions or in case of conflict between special terms and conditions laid down in the Agreement between the parties, these special terms and conditions shall supersede the GTC.
3. Offer and formation of Agreement
3.1. Any offer submitted by Seller shall be without engagement and not oblige Seller to accept an order from Buyer, regardless of the form in which they are made, unless stated otherwise in the offer.
3.2. In case an offer is accompanied by documentation or data in whatever form, these shall at all times, it may contain, remain the property of Seller, reproduced or shown to third parties.
3.3. Offers made by Seller are based upon the information and/or documentation provided by Buyer and shall be deemed expired after a period of Specification in the quotation. Offers made by Buyer are deemed to contain a full and correct description of the goods to be supplied and/or work or services to be rendered.
3.4. The Agreement between Seller and Buyer shall be enacted and irrevocably binding upon each parties’ written confirmation or signature in approval of a written Agreement or once an offer made by Buyer has been accepted by Seller in writing, containing all details and required terms and conditions.
3.5. Seller reserves the right, prior performance under the Agreement, to demand prepayment or security for payment of the purchase price in order to ensure the proper and timely performance by Buyer, in case of reasonable doubts as to the creditworthiness of Buyer.
3.6. The Agreement or performance under the Agreement or consecutive deliveries or services shall not give rise to the formation or obligation to conclude a continuing performance or long-term agreement, nor does it imply an obligation for Seller to enter or continue to enter into any other, new or additional agreements with Buyer, unless agreed otherwise.
3.7. The Agreement is made between the parties and does not create any third party rights. Nothing in the Agreement or further agreements resulting thereof is intended to create a legal partnership or joint venture or legal relationship of any kind that would impose liability upon one party for the act or failure to act of the other party between the parties, or to authorize either party to act as agent for the other. Save where expressly stated in the Agreement, neither party shall have authority to make representations, act in the name or on behalf of or otherwise to bind the other.
3.8. By accepting the sales agreement/supply agreement/quotation, you authorize the company to generate a Credit Report from the AECB (Al Etihad Credit Bureau) for the purpose of assessing your eligibility for our services. You acknowledge that we may generate your Credit Report at any time during our business relationship, as long as your registration remains active. We will maintain the confidentiality and security of your Credit Report and use it only for the purpose of providing you with our services.
4. Delivery and Transport
4.1. Unless otherwise agreed, delivery of the Products shall be Ex Works/ex warehouse or other storage facility at Seller’s option in accordance with written quotation.
4.2. Risk in relation to the Products shall pass to Buyer at the time of delivery.
4.3. The date or period of delivery, if given, shall be deemed to be estimated within which Seller will endeavor to perform delivery, unexpected circumstances excluded. Delay in delivery does not give rise to a right to terminate the Agreement and/or claim damages. Seller reserves the right to deliver the Products partially or to postpone delivery until the entire order is ready for delivery.
4.4. Buyer is obliged to take receipt and delivery of the Products at the time of delivery. Failing doing so Seller is entitled to return and/or store the Products at the risk and expense of Buyer and/or to resell the Products to a third party, without obligation to deliver later, notwithstanding any other right or remedy Seller may have in case of refusal/non-receipt of the Products.
4.5. Transport of Products arranged by Seller, if so requested by Buyer, takes place at the sole risk of Buyer, unless otherwise agreed. Upon written request of Buyer, Seller shall arrange for Buyer’s account for a transport insurance on all-risk basis containing the usual conditions.
5.1. Incase Payment term is L/C, payment shall be secured by irrevocable L/C at sight, opened by a first class bank, acceptable to Seller, fully workable, covering 100% of the invoice value, and to have full T/T reimbursement instructions and payable in the country where the L/C is being advised.
5.2. The L/C is payable against presentation of following documents:
5.2.1. Commercial invoice and Delivery Note
5.3. The L/C is to be issued in full by cable/telex/airmail T/T reimbursement, to be allowed and to be effected within three working days after reimbursement claim by the negotiating bank. Documents presented after 21 days from B/L date but within L/C validity acceptable. Third party documents are allowed. In case of carriage by road or rail, B/L to be read as carrier’s consignment note. Uniform Customs and Practices for Documentary Credits 2007 (“UCP 600″) apply. Buyer guarantees that the UCP 600 will be concluded upon with the L/C issuing bank. The L/C terms are not deemed to be modifications of and do not supersede the Agreement or GTC.
5.4. Refusal or non-timely compliance of Buyer to arrange necessary L/C amendments as requested by Seller to secure the L/C being fully workable will be considered as breach of Agreement. Seller explicitly reserves the right to terminate the Agreement failing full and timely compliance of the payment terms of the Agreement as per the termination clause.
5.5. Buyer remains liable for payment of the full invoice value in case the L/C required under the Agreement would for whatever reason not lead to payment. In such case payment is to be effected by Buyer on Seller’s first demand into a bank account designated by Seller. Payment shall be considered to have been made only when the full amount to be paid under the Agreement has actually been received by Seller.
5.6. In case payment is not secured by L/C, and if Buyer becomes insolvent, has been declared bankrupt, or in the event of circumstances which, in the reasonable opinion of Seller, has or may have a material adverse effect on the creditworthiness of Buyer, Seller may at its sole option, (a) terminate the Agreement, or (b) demand payment in advance and/or (c) suspend or defer performance of the Agreement pending payment in advance.
5.7. Payment terms other than by L/C to be made by Buyer ultimately 30 days from date of invoice, unless agreed otherwise in writing.
5.8. All payments due under the Agreement shall be paid by Buyer in full without any deduction, discount, compensation, withholding, defense, counterclaim, credits or any other form of set off or delay in payment for whatever reason, such as, but not limited to, claims for non-conformity or short weight.
5.9. In case recovery measurements are taken in the event of late or non-payment or any other event of default under the Agreement, all costs connected therewith, inclusive of but not limited to judicial or extra-judicial/arbitration costs and lawyer fees, shall be for the account of Buyer. Balances remaining unpaid at due date are subject to a interest charge of 1.5% per month or the highest rate permitted by law, whichever is lower, until the date of full payment.
5.10. Products delivered by Seller remain Seller’s property until Seller has received full payment of all monies due under the Agreement and previous and/or other/later agreements with Buyer.
6.1. Buyer shall be liable towards Seller and herewith undertakes to indemnify Seller for any and all damages and/or costs (to be) suffered and/or (to be) made by Seller due to a breach of contract of Buyer under the Agreement including but not limited to storage costs, loss of profit, dead freight, costs of reselling, legal and court expenses and legal interest.
6.2. Buyer undertakes to hold Seller harmless in case a third party institutes a claim against Seller resulting from a breach of Agreement committed by Buyer in connection with this Agreement.
7. Force majeure
7.1. Seller shall not be liable to Buyer or any third party or deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, or any circumstance making the performance under the Agreement more onerous for Seller, any of Seller’s obligations in relations to the Products, if the delay or failure or the circumstance making the performance onerous is due to any cause beyond Seller’s reasonable control.
7.2. Causes beyond Seller’s control shall include, but shall not be limited to, acts of God, acts, restrictions, regulations, prohibitions or measures of any kind by any governmental or local authority, such as but not limited to, war, riots, embargos, stoppages, strikes, epidemics, terrorism, lockouts, trade disputes, export duties, breakdowns, accident, fire, explosion or in the event of shortages, delays or interruption of work in the establishment of Seller or of any supplier, subcontractor or carrier or agent in the supply of, or defect in, materials or any other occurrence outside the direct control of Seller or of any supplier, contractor, carrier or agent, including (any other) non or late performance by any supplier, subcontractor, carrier or agent (as the case may be) preventing or hindering performance of Seller’s obligations under the Agreement; or Buyer’s failure to give any delivery instructions within a reasonable time before the Agreement delivery date or Buyer’s delay in calling forward or collecting the Products or Buyer’s failure without valid reason to accept delivery of the Products.
7.3. In case of force majeure, the execution of the Agreement shall be suspended for the duration of said circumstances, notwithstanding Seller’s right to terminate the Agreement in case of an impediment beyond either Seller’s or Buyer’s control and to exercise its rights under the termination clause of the Agreement. Immediately after the start of the force majeure event, the affected party shall notify the other party in writing of the force majeure event, the date on which the force majeure event started and the effect of the force majeure event on its ability to perform its obligations under the Agreement.
7.4. The affected party shall make all reasonable efforts to mitigate the effects of the force majeure event on the performance of its obligation under the Agreement. As soon as possible after the end of the force majeure event, the affected party shall notify the other party that the force majeure event has ended and resume performance of its obligations under the Agreement.
8.1. Each party shall keep strictly, private and confidential all information and documentation relating to the Agreement, which knowledge has been acquired from the results of discussions, negotiations and all other communications prior to entering in to, during the duration of the Agreement or afterwards. Under no circumstance shall such information or documentation be made available to any person or persons not a party to the Agreement, without the explicit prior consent of the other party.
8.2. The parties will neither disclose, in whole or in part, any information or documentation regarding the Agreement, business affairs and customers of each other, nor shall any party make commercial use of the same or any part thereof without the prior written consent of the disclosing party.
8.3. This provision shall survive any termination of the Agreement and shall continue to apply to Buyer.
Seller shall have the option to terminate the Agreement in full or in part, immediately or at a later stage, at Seller’s option and convenience, or to delay/withhold delivery of the Products and/or documents required under the Agreement and/or to store or procure the storage of the Products in whole or in part for the account and risk of Buyer and to charge Buyer the expenses thereby incurred, and/or to hold Buyer fully to the Agreement, or to resell the Products to others or to take any other measures Seller deems appropriate, without prejudice to its rights to indemnification, without liability on Seller’s side, and regardless of whether Seller is in breach itself, in any (but not limited to) one of the following cases: when Buyer fails to comply with any of its obligations under the Agreement or when, in case of force majeure, Seller is of the opinion that the nature or the duration of the circumstances is such, that the execution of the Agreement can no longer be demanded.
10. Entire agreement
The Agreement embodies the sole and entire agreement and understandings between the parties and supersedes any previous agreement between the parties. All prior negotiations, agreements, covenants, promises, conditions and/or understandings, oral or written, except as herein set forth, are of no legal effect. Any or subsequent modifications of the Agreement, as mutually to be agreed upon, must be made in writing and signed by authorized signatories of the parties. Oral modifications shall be null and void.
11. No waiver
Not withstanding the time-bar and other provisions in the Agreement containing certain time limits, a failure or delay on the part of either party to enforce or exercise a remedy under the Agreement is neither to be construed or operate as a (implied or express) waiver or relinquishment of the right or remedy in whole or in part nor to preclude the enforcement or exercise in any other circumstances at any time or times in future.
The parties intend that the provisions of this Agreement be enforced to the fullest extent permissible. If any provision in the Agreement shall be held to be void or unenforceable, in whole or part, under any enactment or rule of law, such provision or part thereof shall to that extent be deemed not to form part of the Agreement, but all other provisions shall remain in full force and effect.
Neither party may assign any rights under the Agreement to others without the prior written consent of the other party. Any such assignment without the prior consent of the other shall be null and void. The Agreement is made between the parties and does not create any third party rights whether arising under rule of law or business practice.
For the purpose of service of notices under the Agreement and service of official/legal documents, parties have expressly and exclusively chosen domicile at the places and addresses as mentioned in the Agreement. Notices and/or service of official documents under the Agreement shall be made in writing, letter with acknowledgement of receipt, or by international courier, only.
24.1. Nothing in the Agreement is intended to create a legal partnership or joint venture or legal relationship of any kind that would impose liability upon one party for the act of failure to act of the other party between the parties, or to authorize either party to act as agent for the other. Save where expressly stated in the Agreement, neither party shall have authority to make representations, act in the name or on behalf of or otherwise to bind the other.
24.2. Buyer represents and warrants that, it is has all requisite authority (including necessary licenses and permits) to conduct its business as presently conducted or proposed to be conducted under the Agreement, has the power and authority to execute and perform all of its obligations under the Agreement, no governmental approval by or with any governmental entity is required for the valid execution and performance of the Agreement and does not violate any applicable law or governmental approval.
16. Governing law
As per UAE Law
As per UAE Law
18. Authentic text
The English text of the GTC is the only authentic text. In case the text of the GTC is translated in another language for Buyer’s convenience, the English version will prevail over the translated version.