Sales Terms and Conditions
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, Saturday 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 Supplier.
"Conditions" means the terms and conditions of sale set out in this document as amended from time to time by the Supplier.
"Contract" means the contract between the Supplier and the Buyer for the sale and purchase of the Products n 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, interterence 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, any pandemic decease declared by the authorities in the country or the World Health Organisation (WHO) 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 Supplier.
"Supplier" means Knauf LLC (license number 587322) and/or Knauf RAK FZE (license number 8000095).
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 [and 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 behalt 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 ditterent 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
By submitting an Order to the Supplier, the Buyer agrees to be subject to these Conditions in their entirety. All Orders must be bona fide commitments showing definite prices and quantities and mutually agreed delivery dates. No Order, whether or not submitted in response to a quotation by the Supplier, shall be binding upon the Supplier until accepted in writing by the Supplier.
5. Prices and Taxes
The prices for Products shall be the price quoted in UAE Dirham in the Order, or, by the Supplier to the Buyer, or, it no price is quoted, the price set out in the Supplier's published price list in force as at the date of delivery, or, as may be otherwise agreed between the parties in writing. Prices and fees do not include, [packaging], taxes, transport charges, insurance and export and/or import charges or duties including without limitation any taxes that may become levied in the UAE, applicable to the Products sold or supplied under any Contract, which taxes and other charges may, in the Supplier's discretion, be added by the Supplier to the sale price and or fees or billed separately and which taxes and other charges shall be paid by the Buyer unless the Buyer provides the Supplier with any necessary tax exemption certificate. Unless otherwise agreed in writing, the Buyer shall be liable to pay the Supplier's charges for transport, packaging, insurance and export and/or import clearance. Supplier reserves the right to alter quoted prices at any time without notice in the event of any variation of costs incurred by Supplier after acceptance of Buyer's order.
6. Shipment and Delivery
6.1 The Supplier shall deliver or arrange for delivery of Products on the basis of EX WORKS (as defined in INCOTERMS 2010) from the warehouse located in the Ras Al Khaimah (RAK) Free Trade Zone, or such other delivery point as agreed in writing between the parties.
6.2 Any dates quoted by the Supplier for delivery of Products are approximate only, and the time of delivery is not of the essence.
The Supplier shall not be liable for any delay in delivery of Products howsoever caused including but not limited to a delay that is caused by a Force Majeure Event or the Buyer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
6.3 The Supplier reserves the right to make delivery of Products by installments and to tender a separate invoice in respect of each installment. When delivery is to be by installments or the Supplier exercises its right to deliver by installments or if there is delay or defect in the delivery of any one or more installments for whatever reason the Buyer shall not be entitled to treat the Contract as a whole as repudiated.
[6.4 If the Supplier fails to deliver the Products, its liability shall be limited to the costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Products. The cheapest market available, less the price of the Products. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Buyer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.]
[6.5 The Buyer shall not be entitled to reject the Products if the Supplier delivers up to and including [5]% more or less than the quantity of Products ordered, but a pro rata adjustment shall be made to the Order invoice on receipt of notice from the Buyer that the wrong quantity of Products was delivered].]
7. Risk and Passing of Title
Title to, and risk of loss and damage to, the Products shall pass to the Buyer on delivery in accordance with Clause 6. Any claims for loss, damage or mis-delivery shall be filed with the carrier 1] and notitied to Supplier within 24 hours of the date of delivery. Products shall be deemed finally inspected and accepted within ten days after delivery unless notice of rejection is given to the Supplier within such period. Acceptance shall constitute acknowledgement of full performance by the Supplier of all obligations under the Contract except as stated in Section 10.
8. Terms of Payment
8.1 Each shipment[2] of Products shall be a separate transaction and the Buyer will be invoiced on delivery or dispatch depending on the terms agreed upon [3]. Terms of payment shall be thirty (30) calendar days from date of invoice or by an irrevocable letter of credit or by a pre-paid bank transfer. Time of payment is of the essence.
8.2 All amounts due under a Contract shall be paid in full by the Buyer without deduction, withholding, set-off or counterclaim for any reason whatsoever, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, save as may be required by law.
8.3 The Supplier may, in its sole discretion, determine at any time that the Buyer's financial condition requires full or partial payment in advance or the provision of security for payment by the Buyer in a form satisfactory to the Supplier.
8.4 If the Buyer fails to make any payment when due then, without prejudice to any other rights and remedies available to the Supplier, the Supplier shall (at its option) be entitled:
(i) to treat the Contract as repudiated by the Buyer and to suspend or cancel further delivery of Products or any part thereof under that Contract or any other Contract between the parties and claim damages and/or receive reasonable cancellation fees; or
(ii) to affirm the Contract and claim damages from the Buyer; and
(ini) to recover, in addition to the payment under either (i) or (ii) above, interest on the unpaid amount (both before and after judgment) at the rate of [12%] per annum, until payment in full is made by the Buyer.
9. Products
9.1 The Products are described in [the Supplier's catalogue [as modified by any applicable Specification] OR [the Specification].
9.2 [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 indemnity 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 expens-es) 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. This Clause 89.2 shall survive termination of the Contract.]
9.3 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 addi-tion, the Supplier may at it's discretion furnish suitable substitutes for materials unobtainable because of priorities or regulations established by government authority, or non-availability of materials from its suppliers.
9.4 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.
10. Warranties
10.1 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.
10.2 Subject to Clause 10.3, 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 warehouse in RAK Free Trade Zone 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].
10.3 The Supplier shall not be liable for Products failure to comply with the warranty set out in clause 810. 1 in any of the tollowing events:
(a) the Buyer makes any further use of such
Products after giving notice in accordance with Clause 10.2;
(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 mainte nance 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 (t)
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.
10.4 Except as provided in this Clause 10, the Supplier shall have no liability to the Buyer in respect of the Products failure to comply with the warranty set out in Clause
10.5 These Conditions shall apply to any repaired or replacement of Products supplied by the Supplier.