TERMS AND CONDITIONS OF SALE FOR CARL STAHL (U.A.E)

 

1. General

1.1 Definitions

For the purposes of these Terms and Conditions of Sale (“Conditions”), the following definitions apply:

"Business Day" means a day (other than a Friday or public holiday) when banks in the United Arab Emirates are open for business.

“Buyer” means the person, firm or company which purchases the Products from the Seller.

“Conditions” means the terms and conditions of sale set out in this document as amended from time to time by the Seller.

“Contract” means the contract between the Supplier and the Buyer for the sale and purchase of the Products in accordance with these Conditions.

"Force Majeure Event" means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

"Order" means the Buyer's [order for the Products, as set out in the Buyer's purchase order form] OR [written acceptance of the Supplier's quotation] OR [purchase order form, the Buyer's written acceptance of the Supplier's quotation as the case may be].

“Products” means the Products (or any part of them) set out in the Order.

"Specification" means any specification for the Products, including any related plans and drawings, that is agreed [in writing] by the Buyer and the Seller.

“Seller” means: “CarlStahl Lifting Equipment Industries LLC” and/or “Carl Stahl Lifting Equipment Trading LLC” and/or “Carl Stahl Safety & Security Consultancy” and/or “Carl Stahl Middle East L.L.C”

 

1.2 Construction

In these Conditions, the following rules apply:

(a)  A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b) A reference to a party includes its personal representatives, successors or permitted assigns.

(c)  A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

(d)   Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

(e) A reference to writing or written includes faxes e-mails.

 

2. Basis of Contract

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2 The Order constitutes an offer by the Buyer to purchase the Products in accordance with these Conditions. The Buyer is responsible for ensuring that the terms of the Order and any applicable Specification [submitted by the Buyer] are complete and accurate.

2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.

2.4 The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.

2.5 Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any [descriptions or] illustrations contained in the Supplier's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Contract or have any contractual force.

2.6 THESE CONDITIONS SHALL TAKE PRECEDENCE OVER ANY TERMS AND CONDITIONS WHICH APPEAR IN THE BUYER’S ORDER OR IN ANY DOCUMENTS INCORPORATED BY REFERENCE IN THE BUYER’S ORDER. No term or condition of the Buyer’s order additional to or different from these Conditions shall become part of any Contract unless explicitly agreed to in writing by the Supplier. Retention by the Buyer of any Products delivered by the Supplier or payment by the Buyer of any invoice rendered hereunder shall be conclusively deemed acceptance of these Conditions. The Supplier’s failure to object to any provision contained in any communication from the Buyer shall not be construed as a waiver of these Conditions nor as an acceptance of any such provision.

 

3. Quotations

Prices, specifications and delivery date referenced in the Supplier's quotations are for information only and shall not be binding on the Supplier until all specifications and delivery requirements have been agreed and the Supplier has accepted the Buyer's order. A quotation shall only be valid for a period of 7 Business Days from its date of issue.

 

4. Orders confirmation

4. 1. A Contract shall be deemed to have been entered into between the “Seller” (Carl Stahl-UAE) and the Purchaser: Upon delivery to the Purchaser of the “Seller” (Carl Stahl-UAE) written order confirmation (hereinafter referred to as "Order Confirmation"), unless otherwise specified by the “Seller” (Carl Stahl-UAE); Order Confirmation  might be sent also by-mail or fax;  in case the Order Confirmation differs from the order, if  any, of the Purchaser, the Order Confirmation will become valid and binding if the Purchaser does not challenge or refuses its content in writing within  5 (five) business days from the date of its receipt; or

b) Upon delivery of the Goods or Commencement of the service by the “Seller” (Carl Stahl-UAE), pursuant to article of the UAE Civil Code

4.2. Any verbal agreement between the “Seller” (Carl Stahl-UAE) and Purchaser will have no validity.

4.3. Any modification and/or amendment of the Contract must be in written form and has to be followed by a new or revised Order Confirmation. No term or condition expressed by officers or employees of the “Seller” (Carl Stahl-UAE)   will be valid and binding, unless it is provided in the Order Confirmation.

4.4. In case of any conflict,  inconsistency or ambiguity existing among any of the documents relating  to  the  Contract  (e.g. Specifications, as defined below), the provisions of the Order Confirmation   shall  prevail  upon  those  of  any other document.

5. Specifications

5.1. The term “Specifications” means any technical description (e.g. quantity and quality), drawing of the Goods or packing instructions contained   or   referred   in   the   Contract.   All Specifications if not provided in or annexed to the Contract, shall be communicated to the “Seller” (Carl Stahl-UAE) in writing within the time agreed in the Contract. If   this   time   expires, the “Seller” (Carl Stahl-UAE) will have no obligation to meet such Specifications, under any aspect, nor any related or connected obligation. In any case, Specifications will be binding the “Seller” (Carl Stahl-UAE) only if provided/confirmed in the Order Confirmation.

5.2. Without prejudice to the provisions of article

5.3 Above, the “Seller” (Carl Stahl-UAE) reserves the right to claim any and all damages suffered or any further cost or expense sustained, as a consequence of the delay in delivery of the Specifications by the Purchaser. Moreover, also the delivery terms will be renegotiated accordingly.

5.4. ln  case the  Goods  shall  be manufactured using a different manufacturing  process in order to  satisfy  a specific  Purchaser's  request,  the latter shall be held as sole responsible in case of breach of any third  parties'  right occurred as a consequence of the fulfillment  by the “Seller” (Carl Stahl-UAE) of the above request. Therefore, Purchaser undertakes to keep the “Seller” (Carl Stahl-UAE) harmless from any loss, damage, cost or expense incurred by the latter  in case of any legal action raised against it for the infringement of patents and  any  other intellectual or industrial  property  right, resulting from the implementation  of the Purchaser's request.

5.5. In case of disputes and/or claims related to such violations, the “Seller” (Carl Stahl-UAE)  reserves its right to withdraw  from the relevant Contract and claim compensation for the suffered damages.

5.6. the “Seller” (Carl Stahl-UAE) reserves its right to amend the details of the Goods ordered, in case such amendments are necessary to comply with safety regulations or any other mandatory law provision, provided that such amendments do not affect the quality and functionality of the same Goods.

 

6. Quality and Inspections

6.1.  All  the  Goods  are intended  to have the quality and requirements detailed in the Specifications, to  the  extent  these  have  been confirmed in the Order Confirmation.

6.2. If not otherwise specified in the Order Confirmation, the lengths and dimensions and any other technical characteristics of the Goods will be subject to the customary commercial allowances as used in the field of operation of the “Seller” (Carl Stahl-UAE). By way of example, quantities and weights (if any) provided in the Order Confirmation shall always be considered as indicative, unless otherwise agreed in writing.

6.3. Tests and inspections services of the Goods shall take place according to the Order Confirmation or, in any case, to the “Seller’s” (Carl Stahl-UAE) ordinary procedures, unless differently stated in writing by the “Seller” (Carl Stahl-UAE) and Purchaser. Unless otherwise agreed between the “Seller” (Carl Stahl-UAE) and Purchaser, any assessment/testing of the Goods will be carried out exclusively according to the procedures set forth by the “Seller” (Carl Stahl-UAE)  and in any case only with the presence of the technicians of the “Seller” (Carl Stahl-UAE)  or persons authorized by the latter. The costs of any assessment/testing of the Goods shall be borne by the entity indicate in the Order Confirmation.

6.4. In case of tests contractually agreed with the Presence of the Purchaser, after 5 days from sending the notice by which Carl Stahl UAE communicates the date of the above-mentioned test, by lack of written answer by the Purchaser, the latter shall be considered as having tacitly waived to the test with the consequence that the Goods will be deemed to be ready for the delivery.

6.5 Goods shall be deemed to conform to the Contract and to be accepted, in case the tests or inspections have been successfully made.  It is also agreed that Purchaser’s non-attendance at tests or inspections to which it asked to attend, shall constitute acceptance of the Goods.

 

7. Terms of Delivery

7.1. The terms of delivery shall be exclusively determined by the Order Confirmation.  Unless otherwise   agreed in the   Order   Confirmation between the “Seller” (Carl Stahl-UAE)   and  Purchaser, all  ordered Goods are delivered ex works - plant of the “Seller” (Carl Stahl-UAE)  indicated in the Order Confirmation.

7.2 The delivery period shall commence with the day of the sending by the “Seller” (Carl Stahl-UAE) of the Order Confirmation, provided    that     all    necessary documents, approvals   and   clearances   from Purchaser have been already received.  If the Order    Confirmation provides    an    advance payment, the delivery term shall only start from the receipt of such advance payment on the bank account the “Seller” (Carl Stahl-UAE). Terms of delivery set forth in the Order Confirmation  shall be considered as indicative   and  not   binding   unless  a specific written  undertaking by Carl Stahl UAE  to this respect (in any case without  prejudice to  the  provisions of article below).

7.3. The transportation costs shall be borne entirely by Purchaser, unless otherwise set forth in the Order Confirmation. the “Seller’s” (Carl Stahl-UAE) duty to deliver the Goods shall be considered as fulfilled with the delivery of the Goods to the carrier or shipper selected by the Purchaser. From that moment, any risk related to the Goods will be entirely borne by the Purchaser.

7.4. the “Seller” (Carl Stahl-UAE)  is entitled  to delay the  delivery in case compliance with  the date of delivery is not possible because of any reasons of force majeure including,  without   limitation,   acts of  god, war, rebellion,  strikes, fires,  lock-outs,  earthquakes, flooding,    lack  of   raw   materials,  any naturals disaster which   are essential for  the  productions of the  Goods and any other unforeseeable and unavoidable causes beyond the reasonable control and without  fault or  negligence  of the “Seller” (Carl Stahl-UAE), that   may  occur in Carl Stahl-UAE's  premises or (if carried out  by Carl Stahl-UAE) in the course of transportation.

Should the event occur before the delivery of the Goods, the “Seller” (Carl Stahl-UAE) shall have the right to postpone delivery after the end of the event of force majeure and shall not, under no circumstances, be held liable for the consequent delay and Purchaser shall have nothing to claim, for any reason whatsoever, for the delay or the no-delivery.

In particular, Purchaser shall have no right to Claim any penalties, damages, reimbursement of incurred costs, partial or total termination of the Contract, unless otherwise   specified and accepted in writing by the “Seller” (Carl Stahl-UAE) in the Order Confirmation.

7.5. Unless otherwise agreed and/or provided in the Order Confirmation, the “Seller” (Carl Stahl-UAE) is entitled to make partial or separate deliveries of the Goods.

 

8. Delay in collecting the Goods

8.1. Unless otherwise   provided   in the Order Confirmation or agreed in writing between the parties, the “Seller” (Carl Stahl-UAE) will promptly communicate to Purchaser that the Goods are completed and ready for   delivery, and Purchaser, within   3 (three) business days from receipt of such communication, shall inform the “Seller” (Carl Stahl-UAE) about the mode and exact date of collection of the Goods by Purchaser   itself.

8.2. the “Seller” (Carl Stahl-UAE) reserves the right to charge all storage, handling, insurance and any other related cost to Purchaser, after expiration of the 3 (three) business days’ period mentioned at the previous paragraph without any communication from Purchaser and/or after expiration of the term of 14 (fourteen) calendar days from the scheduled date of collection, without any collection from Purchaser. In such event, besides the fact that any risk related to the Goods shall pass to the Purchaser upon expiry of the above term, the “Seller” (Carl Stahl-UAE) shall be entitled to terminate the Contract with immediate effect, without prejudice to its right to claim compensation for the higher costs, charges and damages resulting from the delayed collection.

 

9. Risk Transfer and Delivery of the Goods

9.1. Transportation duties and risk transfer shall be in principle determined by the delivery terms and conditions contained in the Order Confirmation.

9.2. Unless otherwise agreed in the Order Confirmation between the “Seller” (Carl Stahl-UAE) and Purchaser, the delivery shall be ex-works - plant of Carl Stahl-UAE indicated in the Order Confirmation, Incoterms2010® and the risk and title to the Goods shall pass to   the   Purchaser once they   are made available to the carrier or shipper for pickup, or, at the latest, after the expiry of the term set forth in the written communication mentioned in article 6 above.

From that moment, any loss, damage or theft Occurred, as well as any transport cost, including those related to the Goods insurance coverage, shall be entirely borne by Purchaser. The above applies also in case the “Seller” (Carl Stahl-UAE) makes the loading of the Goods on the means of transport.

9.3. The Purchaser must timely raise any claim of damages suffered by the Goods during shipping, directly against the carrier or forwarder and their respective insurance companies.

9.4. the “Seller” (Carl Stahl-UAE) denies any responsibility for damages or modifications of the status of the Goods stored at its warehouses, once they have been invoiced to the Purchaser or upon expiry of the term set forth in article 7.2 above, whichever comes   earlier, with    the   exception   of   the warranties mentioned in these Terms & Conditions.

 

10. Retention of Title

10.1. If provided in the Contract, the Goods supplied shall remain the sole   property of the “Seller” (Carl Stahl-UAE), until the relevant complete payment, as provided in the Order Confirmation, has been duly executed and completed.

10.2. Should the Purchaser be in breach of the Contract, in particular in default with the agreed payment terms, the “Seller” (Carl Stahl-UAE) shall be entitled to claim return, after giving written notice to the Purchaser, of the  Goods delivered  and the Purchaser is obliged to send them back at its own care and expenses.

10.3.  In case the retention of title is not valid according to the law of the country in which the Goods are located, the Purchaser shall provide, upon request of the “Seller” (Carl Stahl-UAE), a financial security of corresponding amount or any other guarantee whose effects are similar to the retention of title. In such a case, the Purchaser shall perform any act or fulfill any formality necessary to provide such guarantee.

 

11. Packaging

11.1. the “Seller” (Carl Stahl-UAE) will pack the Goods in conformity with its customary packing standards, if not otherwise agreed in writing between the parties and confirmed in the Order Confirmation.

11.2. The packaging of the Goods are non-returnable items and the “Seller” (Carl Stahl-UAE) will not accept them back, unless otherwise agree in the Order Confirmation.

11.3. The non-returnable packaging shall be handled by the Purchaser according to its national or local waste disposal rules, at its own costs and expenses.

 

12. Prices and Terms of Payment

12.1. The price of Goods sold is that in “AED” (Dirhams) or other currency specified in the Order Confirmation.

12.2. The  payments  shall  be done  as per  the terms   and  conditions   provided   in the   Order Confirmation  and shall be net of any expenses, discounts  and  taxes.  Discounts, if any, agreed between the parties with respect to the price list of the “Seller” (Carl Stahl-UAE), if applicable, shall apply exclusively in case of prompt payment by the Client within the terms set forth in the Confirmation Order and in the   invoice of the “Seller” (Carl Stahl-UAE).  Payments shall be deemed rendered when the “Seller” (Carl Stahl-UAE) receives them on its bank account.

12.3. The prices of the Goods are intended ex works - plant of the “Seller” (Carl Stahl-UAE) indicated in the Order Confirmation, Incoterms 2010®, unless otherwise agreed in the same Order Confirmation, and shall be considered net of charges, taxes including registration tax, VAT and any other charges applied by local, national or other governmental authorities, which, if applicable, will be exclusively and entirely borne by Purchaser

12.4 Should new taxes be introduced, or in case of increase of existing taxes or customs duties becoming effective, after the Confirmation Order of the “Seller” (Carl Stahl-UAE), these amounts shall be borne by Purchaser, even in case the Goods are sold with transport/shipment cost included.

12.5. Unless otherwise specified in the price list, in the offer of the “Seller” (Carl Stahl-UAE) (if any) or in the Order Confirmation, the prices indicated shall refer exclusively to the Goods. Should the “Seller” (Carl Stahl-UAE) accept in writing to take care of the delivery, the costs concerning the transportation, the packaging and the insurance, shall be quoted separately, unless otherwise agreed in the Order Confirmation.

12.6. the “Seller” (Carl Stahl-UAE) reserves the right to increase at any time the  prices set  forth  in  the  Contract, giving  written   notice  to   this  respect  to   the Purchaser, in case the  costs for  raw materials, workmanship  and other  materials necessary for the production  of the Goods increase for causes not attributable to the “Seller” (Carl Stahl-UAE)  during the time other Contract and before delivery of the Goods.

12.7.  Purchaser shall pay interest, in case of delayed payments, even partial, of the amount due to the “Seller” (Carl Stahl-UAE), from the expiry of the relevant payment due date, at the interest rate set forth by articles of U.A.E Legislative Decree.

the “Seller” (Carl Stahl-UAE) shall be entitled to claim from the Purchaser the reimbursement of all costs incurred for the collection of any amount not paid in time and to request the compensation of further damages.

12.8. Without prejudice of the above, in case the Purchaser fails to pay the price of the Products, partially or totally, or otherwise fails to fulfil the material provisions of the Contract the “Seller” (Carl Stahl-UAE) may, by written notice to Purchaser, suspend the performance of or terminate the Contract, in whole or in part, and may, without prejudice and in addition to any other rights and/or remedies which it may have hereunder or according to the law:

By virtue of Title of Retention hereof (if provided in the Contract), have the Purchaser return, at its expense, part or all of the Goods delivered prior to the date of termination; and/or;

sell to other customers the Goods returned or not yet delivered according to the Contract, and, anyway in such event, claim from Purchaser the payment of all damages, costs and expenses incurred by the “Seller” (Carl Stahl-UAE) and not recovered by means of reselling of the Goods, and/or

Deduct, or set off, by a written   notice, any payment received by Purchaser with the amount of any claim that the “Seller” (Carl Stahl-UAE) may have for any reason against Purchaser.

Should the payment of the Goods be made through   a letter   of credit,   unless otherwise agreed, the latter:

1. a)  Shall be irrevocable and confirmed by a prime or leading bank accepted by the “Seller” (Carl Stahl-UAE);
2. b)  Shall be receivable upon submission of the delivery documents and the relevant invoice, and;
3. c) Shall provide the possibility for partial collections for partial deliver

Any payment related to a Contract shall be made exclusively in AED (Arab Emirates Dirhams) the currency used in the country of residence of the Client. Any political-economic decision taken by the relevant competent  authority  within  the country  of residence of the Client, which  might determine  the use of a currency different  from the  AED shall have no impact on the validity of this  clause as well  as on the  obligation  of the Client  to  make the  payments  in  USD$ or EUR€ for  the amounts  indicated  in  the  Order  Confirmation and/or in the invoice issued by the “Seller” (Carl Stahl-UAE)

 

13. Products

13.1 The Products are described in [the Supplier's catalogue [as modified by any applicable Specification] OR [the Specification].

13.2 To the extent that the Products are to be manufactured in accordance with a Specification supplied by the Buyer, the Buyer OR The Buyer] shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other [reasonable] professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Specification.

13.3 The Supplier reserves the right to modify the specification of the Products provided the modifications do not adversely affect the performance of the Products. In addition, the Supplier may at its discretion furnish suitable substitutes for materials unobtainable because of priorities or regulations established by government authority, or non-availability of materials from its suppliers.

13.4 All descriptions, illustrations and any other information relating to the Products contained in the Supplier’s catalogues, brochures, price lists, advertising material and any sales or other particulars or literature are made by way of general description, are approximate only and for the general guidance and information of the Buyer. They shall not constitute warranties or representations by the Supplier nor shall they form part of any Contract.

 

14. Warranties

14.1 The Supplier warrants that on delivery and for a period of 6 months from the date of delivery (Warranty Period) the Products shall be free from material defects in design, material and workmanship.

14.2 Subject to Clause 14.3, if:

(a) The Buyer gives notice in writing to the Supplier during the Warranty Period that some or all of the Products do not comply with the warranty set out in Clause 10.1;

(b) The Supplier is given a reasonable opportunity of examining such Products; and

(c) The Buyer (if requested by the Supplier) returns such Products to the Suppliers warehouses in the United Arab Emirates at the [Suppliers/Buyer's] cost, the Supplier shall, at its option, repair or replace the defective Products, [or refund the price of the defective Products in full].

14.3 The Supplier shall not be liable for Products failure to comply with the warranty set out in clause ‎10.1 in any of the following events:

(a) The Buyer makes any further use of such Products after giving notice in accordance with Clause 14.2;

(b)  The defect arises because the Buyer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Products or (if there are none) good trade practice regarding the same;

(c) The defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Buyer;

(d) The Buyer alters or repairs such Products without the written consent of the Supplier;

(e) the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal storage or working conditions; or

(f) The Products differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

14.4 The Supplier shall have no liability to the Buyer in respect of the Products failure to comply with the warranty set out in Clause

14.5 These Conditions shall apply to any repaired or replacement of Products supplied by the Supplier.

 

15. Tools

15.1. Tools manufactured by us or by order of us shall remain our property if not agreed otherwise. This shall apply even if we charge the ordering party in full or in part for the tools.

15.2.If an express agreement is made that the tools are to be the property of the ordering party, the ordering party hereby acknowledges that substantial development expertise is embodied in the patterns and means of production (tools, molds, templates, etc.) commissioned by the ordering party and that we have a special interest in maintaining the confidentiality of such expertise. For this reason, its hall be agreed that the ordering party shall have no claim to publication of the patterns or means of production, regardless of the legal basis for such, at any time, even if the ordering party has assumed the full costs for the tools and/or the delivery relationship has been terminated. In the event of insolvency or inability to deliver on our part, the ordering party shall be authorized to demand the means of production for payment of the remaining tool costs if applicable.

 

16. Other claims and Liability

16.1 Nothing in these Conditions shall exclude or limit the Supplier's liability to the extent that the same may not be excluded or limited as a matter of law.

16.2 The Supplier shall be liable to the Buyer for loss of or damage to the physical property of the Buyer caused by its negligence only up to 5,000 UAE Dirhams in respect of any event or series of connected events.

16.3 Subject to Section 11.1 and 11.2, in relation to Products, the Supplier’s maximum aggregate liability under or in connection with the supply, non-supply or purported supply of Products under any Contract, whether arising in contract, tort (including negligence) or otherwise, shall in no event exceed 100 % of the total amount payable by the Buyer in respect of Products under that Contract.

16.4 The Supplier shall be under no liability to the Buyer for any loss of profit, loss of income, loss of use, loss of business, loss of revenue, loss of goodwill, or for any indirect or consequential loss or damage of any kind, in each case howsoever arising, whether such loss or damage was foreseeable or in the contemplation of the parties and whether arising in tort (including negligence), contract or otherwise.

16.5 Any claim arising out of or in connection with a Contract must be commenced against the Supplier within 6 months of delivery of the Products giving rise to the claim, and Supplier shall have no liability to the Buyer under or in connection with any claim commenced after such time.

 

17. Force Majeure

Notwithstanding anything to the contrary in these Conditions, the Supplier shall not be liable to the Buyer for any failure or delay in performing its obligations under the contract for any loss or damage which may be suffered by the Buyer as a direct or indirect result of the supply of Products being prevented, delayed or rendered uneconomic by reason of Force Majeure Event. If due to such Force Majeure Event the Supplier has insufficient stocks to meet all its commitments the Supplier may apportion available stocks between its customers at its sole discretion.

 

18. Confidential Information

Each party undertakes to keep confidential, not use for its own purposes and not without the prior written consent of the other party disclose to any third party, any information of a confidential nature belonging or relating to the other party which may become known to it unless such information is or becomes public knowledge or is required to be disclosed by order of a competent authority.

 

19. Cancellation, Rescheduling and Termination

19.1 Orders for Products accepted by the Supplier may be cancelled or rescheduled by the Buyer only with the written consent of the Supplier (which consent the Supplier may withhold for any reason) and the Buyer shall indemnify the Supplier against the cost of all labor and materials used in connection with the Order so cancelled or varied and against all loss, damage cost, charges and expenses suffered or incurred by the Supplier as a result of that cancellation or variation.

19.2 Termination of any Contract in accordance with these Conditions shall not affect the accrued rights or liabilities of the parties at the date of termination.

 

20. Insolvency of the Buyer

If: (i) the Buyer becomes insolvent, has a receiver, administrative receiver, administrator or manager appointed of the whole or any part of its assets or business, makes any composition or arrangement with its creditors, takes or suffers any similar action in consequence of debt or an order or resolution is made for its dissolution or liquidation (other than for the purpose of solvent amalgamation or reconstruction) or carries out or undergoes any analogous act or proceedings under an applicable foreign law; or (ii) the Buyer ceases, or threatens to cease to carry on business then, without prejudice to any other right or remedy available to the Supplier, the Supplier may treat any Contract as repudiated and/or withhold any further supply of Products without any liability to the Supplier and, if any Products have been supplied but not paid for, the price or fees shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

 

21. Miscellaneous

21.1 These Conditions and any Contract shall be governed by the laws of the United Arab Emirates as applicable in the Emirate of Abu Dhabi or Dubai, without regard to its conflict of laws principles. Any controversy, claim or dispute arising out of or in connection with these Conditions or any Contract or the breach thereof shall be referred to arbitration, in accordance with the then applicable Rules of Arbitration of the International Arbitration Centre. The number of arbitrators shall be one. The arbitrator shall be nominated and appointed by the International Arbitration Centre. Arbitration proceedings shall be held in the U.A.E, and the language of the arbitration shall be English. Under no circumstances are the arbitrators authorized to render an award inconsistent with the provisions of Clauses 10 and 11 of these Conditions. The award of the arbitrator shall be final and binding upon the parties, and judgment upon any such award may be entered in any court having jurisdiction.

21.2 Failure by the Supplier to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bear the exercise or enforcement thereof any time or times thereafter.

21.3 If any provision or part of a provision of these Conditions is or is held to be unenforceable or invalid, such unenforceability or invalidity shall not affect the enforceability of any other provision.

21.4 The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any rights or obligations under the Contract. The Buyer may not assign, transfer, or otherwise dispose of all or any of its rights or delegate any of its obligations there under, in whole or in part, without the prior written consent of the Supplier.

21.5 These Conditions and the relevant Contract constitutes the entire agreement and understanding between the parties with respect to its subject matter and supersede any prior agreement, understanding or arrangement between the parties, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or implied from anything said or written in negotiations between the parties prior to the date of any Contract except as expressly stated in that Contract. The Buyer shall not have any remedy in respect of any untrue statement made by the Supplier upon which the Buyer relied in entering into a Contract (unless such untrue statement was made fraudulently or was in relation to a fundamental matter including a matter fundamental to the Supplier’s ability to perform its obligations under the Contract) and the Buyer’s only remedies shall be for breach of contract as provided for in these Conditions.

21.6 Except as set out in the Conditions, any variations, modification or amendment to any Contract including the introduction of any additional terms and conditions, shall only be binding when made in writing, agreed and signed by the Supplier.

 

22. Notices

All notices given under these Conditions shall be sent to the address of the other party set forth in the Quotation or to such other address as such party may designate from time to time by such notice. Notice shall be regarded as properly given if sent in writing and shall be deemed to have been served on delivery if sent by hand, 2 days after dispatch if sent by mail, and on confirmation of transmission, if sent by facsimile.

Terms and conditions with effect from June 2017.