Terms and Conditions for Sale
Different terms and conditions of the Buyer are not accepted, even if they have not been expressed.
Any or all business, including acceptance of orders or the provision of advice, information, consultancy, services, spare parts, machinery, design, manufacture, erection, bought-in-services, hire, or any other work undertaken by German Conveyor Industries L.L.C. herein each respectively called “the Seller” whether gratuitously or otherwise is transacted subject to the conditions herein set out. Each condition shall be deemed to be incorporated in and be condition of any agreement between the Seller and the Buyer.
No agent or employee of the Seller has the Seller’s authority to alter or vary these conditions except with the Seller’s written confirmation under the hand of the General Manager of the Seller or anybody being legally authorized to represent.
Any tender or quotation by the Seller shall unless otherwise agreed in writing be subject to immediate acceptance by the Buyer and shall be deemed withdrawn if not accepted immediately by the Buyer or within such a period as may be agreed by the Seller in writing. Any tender or quotation by the Seller shall be subject to revision before or after acceptance, in the event of changes in prices, exchange rates or applicable changes. On verbal acceptance by the Buyer of any tender or quotation the Seller will be bound by the order only when written confirmation has been given by the Buyer and acknowledged in writing by the Seller, subject always to the approval of the Buyer’s credit and terms under which it will be extended.
Any information from the Buyer necessary to enable the Seller to proceed with any order must be furnished within a reasonable time, otherwise the Seller may at its option cancel the order or charge to the Buyer any additional price for the delay. In case of cancellation the Buyer will be liable to the Seller for any loss incurred by it.
The Seller undertakes to transfer to the Buyer the benefit of any manufacturer’s warranty applicable to overseas sales covering the goods sold by the Seller to the extent that such warranty may be so transferred. The Buyer shall also be entitled to the benefit, in so far as it may be transferred to the Buyer, of any rights, which the Seller may have against the supplier of such goods in respect thereof. The Seller’s liability is limited to making the benefit of such right available to the Buyer to the extent aforesaid. This undertaking is in lieu of and excludes any other conditions, guarantees or warrantees express or implied, statutory or otherwise.
In no event shall the Seller be liable (except to the extent if any of its undertaking as aforesaid) for any loss, injury or damage however caused or arising. The Seller shall not be liable for consequential damage including without limitation loss of business or profit however caused and shall not be liable for any damage (consequential or otherwise) arising from the use of stoppage or breakdown of any goods or machinery sold by the Seller or in any other way from the performance of such goods or machinery in operation.
If performance of any obligation by the Seller is prevented, delayed, or interfered with by war, strike, accident or force majeure of any other cause beyond the Seller’s control the Seller may at its option suspend performance or cancel the obligation and shall be paid a reasonable price for any work already done.
Times or dates for delivery or performance are business estimates only and not contractual obligations of the Seller. The Seller will make every endeavor to deliver or perform.
No illustrations, drawings, specifications, dimensions, details or statement contained in any catalogues or other documents or references thereto are to be treated as contractual’ but that they are intended as a guide only.
The Seller accepts no responsibility for sites or foundation or (except when supplied by the Seller) for any framework or support for machinery or for compliance with statutory regulations or local by-laws or the fulfillment of any special requirements to the Buyer. The Buyer is responsible for the proper adaptation of any designs to the Buyer’s own circumstances.
Where the Seller undertakes to install machinery, preparation of a clear site with suitable foundations and access, storing and protecting of materials supplied, provision of all necessary lifting tackle, fuel, water, latrines, oil waste and other house stores, and sufficient labor and assistance to enable the Seller to proceed with and complete installation works undertaken and to start and set the machinery to work, are the responsibilities of the Buyer alone, other than where such provisions may be expressly including within the contract.
If installation is prevented, delayed, or impeded by any act or omission of the Buyer including failure to advise the Seller of any special local conditions the Buyer shall pay such extra charge as the Seller shall reasonably require.
Where the Seller provides any labor on the Buyer’s site the Buyer shall indemnify the Seller against the consequences of any defect or unsuitability or any plant, tackle, or apparatus provided by the Buyer and against any claim by third parties, or any claims howsoever arising in respect of any liability arising under local laws.
The Seller may supply its workmen with time sheets to be submitted weekly to the Buyer who shall check and sign the same and all the time sheets signed correctly by the Buyer shall be conclusive of the correctness of their contents.
Payment shall be made in local currencies and to dates agreed in accordance with the arrangements agreed between Buyer and Seller.
The Contract price will be payable by the Buyer in strict accordance with the contract terms notwithstanding any delay in delivery or performance under the contract or any adjustments, corrections, or defects which may be required to the goods or work supplied. The Seller has the right to suspend performance of any contractual obligations to the Buyer if the Buyer’s account becomes overdue and an additional given period of one week will not be honored by the Buyer.
In no case property in supplied goods by Seller will pass to the Buyer until payment of the full contract price for the goods including the price for installation or other works to be done by the Seller has been received in full by the Seller.
Where machinery or any other goods belonging to the Seller has been delivered to the Buyer for work to be carried out upon it and/or for the incorporation into it of goods to be purchased by the Buyer in case of default by the Buyer towards the Seller (whether with or without previous notice) may retain possession of such machinery or other goods and is, in such circumstances, irrevocably authorized by the Buyer to deal with and/or dispose of it in such manner and for such amount as it deems appropriate and to utilize the proceeds of any such disposal to settle all outstanding payments due to it, including costs of storage, disposal and administrative expenses.
In case of default by the Buyer after delivery of any goods and before the goods have become the Buyer’s property the Seller may give notice to the Buyer terminating the Buyer’s right to possession whereupon the Buyer shall be bound at all the Buyer’s own expense to re-deliver the goods to the Seller and/or hand over the good’s to Seller. In all such cases the Seller may (whether with or without previous notice) itself retake possession of the goods and the Seller is in such circumstances irrevocably authorized by the Buyer to enter the premises on which the goods are situated and to dismantle and remove the goods at the Buyer’s expense.
All goods and work shall be deemed to have been accepted by the Buyer as in complete conformity with the contract unless within a reasonable time after actual receipt by the Buyer of the goods or, (where the Seller is responsible for installation) after the machinery is ready for starting up, written notice is given to the Seller specifying grounds for the Buyer’s dissatisfaction.
In the event of the Buyer’s official order forms containing printed or written conditions, such conditions shall form part of the contract only in so far as they are not at variance with these terms and conditions of sale.
These terms and conditions shall be governed by and construed in all respect in accordance with the laws of the United Arab Emirates.
All references in time shall be construed according to the Gregorian calendar.
All disputes arising in connection with orders placed subject to these standard Terms & Conditions of Sale shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the Rules of Arbitration in the United Arab Emirates.