Sales Terms and Conditions
1. General
For the purposes of these Terms and Conditions of Sale (“Conditions”):
“Buyer” means the person, firm or company which places an order for purchase of Products as identified in any such order or Proposal as the case may be.
“Conditions” means these terms and conditions of sale and supply as from time to time varied by the Supplier.
“Contract” means the agreement between the Supplier and the Buyer arising as a result of the Buyer’s submission of an order for the Supplier's Products and Supplier’s written acceptance. Such Contract shall be deemed to incorporate and be governed by these Conditions.
“Products” means goods supplied as agreed to be supplied by the Supplier to the Buyer under any Contract.
“Supplier” means Knauf LLC and/or Knauf RAK FZE.
2. Basis of Sale
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 technical requirements have been agreed and the Supplier has accepted the Buyer's order. Quotations terminate if the Buyer does not place an order with the Supplier within 7 days.
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 shipping 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 by the Supplier to the Buyer or as may be otherwise agreed between the parties in writing. Prices and fees do not include 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 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 Knauf RAK FZE, or such other delivery point as agreed in writing between the parties. Any dates quoted by the Supplier for delivery of Products are approximate only and the Supplier shall not be liable for any delay in delivery of Products howsoever caused and time for delivery is not of the essence.
6.2 The Supplier reserves the right to make delivery of Products by instalments and to tender a separate invoice in respect of each instalment. When delivery is to be by instalments or the Supplier exercises its right to deliver by instalments or if there is delay in the delivery of any one or more instalments for whatever reason the Buyer shall not be entitled to treat the Contract as a whole as repudiated.
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 Section 6. Any claims for loss, damage or misdelivery shall be filed with the carrier and notified 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 of Products shall be a separate transaction and the Buyer will be invoiced on delivery or dispatch depending on the terms agreed upon. Terms of payment shall be net thirty (30) days from date of invoice or by a irrevocable letter of credit or by a pre-paid bank transfer.
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, to suspend or cancel further delivery of Products or any part thereof under that Contract or any other Contract between them and claim damages and/or receive reasonable cancellation fees; (ii) to affirm the Contract and claim damages from the Buyer; and (iii) to recover, in addition to the payment, interest on the unpaid amount (both before and after judgement) at the rate of [12%] per annum, until payment in full is made. .
9. Products
9.1 The Supplier may modify specifications provided the modifications do not adversely affect the performance of the Products. In addition, the Supplier may furnish suitable substitutes for materials unobtainable because of priorities or regulations established by government authority, or non-availability of materials from its suppliers.
9.2 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
The Supplier warrants the goods to be free from defects in material and workmanship. Supplier’s liability under this warranty shall be limited to repairing or furnishing parts to replace any parts which within six months from the date of receipt thereof by the Buyer fail because of defective workmanship or material. As a condition hereof, such defects must be brought to Suppliers attention for verification when first discovered and the material or parts alleged to be defective shall be returned to Supplier if requested. The Supplier shall not be liable for transportation or installation charges, for expenses of the Buyers for repairs or replacements or for damages for delay or loss of use or other indirect, incidental or consequential damage of any kind. If inspection by Supplier does not disclose any defects in material or workmanship, Suppliers regular published rates will be charged as they apply. The Supplier may use improved designs of the parts to be replaced. This warranty does not apply to any material which has been repaired or altered outside Suppliers premises in any way so as in Suppliers judgement to affect its performance or reliability or to any defect in any parts or misuse, negligence, accident or any cause other than normal and reasonable use nor shall it apply beyond their normal span of life to any materials whose normal span of life is shorter than the applicable period stated herein. Save as aforesaid all other conditions, guarantees or warranties whether express or implied by stature, common law or otherwise are hereby expressly excluded.]
11. Liability
11.1 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.
11.2 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 50,000 AED in respect of any event or series of connected events.
11.3 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.
11.4 Subject to Section 11.1, 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.
11.5 Any claim arising out of or in connection with a Contract must be commenced against the Supplier within six 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.
12. Force Majeure
Notwithstanding anything to the contrary in these Conditions, the Supplier shall not be liable to the Buyer 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 circumstances or events beyond the Supplier's reasonable control or such supply of Products becomes impossible. If due to such circumstances or events the Supplier has insufficient stocks to meet all its commitments the Supplier may apportion available stocks between its customers at its sole discretion.
13. 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 (other than by breach of this Section) or is required to be disclosed by order of a competent authority.
14. Cancellation, Rescheduling and Termination
14.1 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 labour 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.
14.2 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.
15. 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 Buyer 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.
16. Miscellaneous
16.1 These Conditions and any Contract shall be governed by the laws of the United Arab Emirates, 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 Dubai International Arbitration Centre. The number of arbitrators shall be one. Arbitration proceedings shall be held in Dubai, 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 Sections 11 and 12 of these Conditions. The expenses and fees of any such arbitration proceedings shall be borne equally by the Supplier and the Buyer. 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.
16.2 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.
16.3 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.
16.4 The Buyer may not assign, transfer, novate 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.
16.5 These Conditions and the relevant Contract constitutes the entire agreement and understanding between the parties with respect to its subject matter and supersedes 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 as 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.
16.6 Any modification or amendment to any Contract must be in writing and signed by the authorized representatives of the parties.
16.7 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 despatched if sent by mail, and on confirmation of transmission, if sent by facsimile.
17. Entire agreement, modification and waiver
17.1 This Agreement supersedes any and all prior negotiations and any oral and written agreements heretofore made relating to the subject matter hereof and constitutes the entire agreement between the Parties relating to the subject matter hereof.
17.2 This Agreement may be amended, modified, superseded or cancelled, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed by each Party, or, in the case of a waiver, by the Party waiving compliance.
17.3 No consent or waiver, express or implied by a Party of any breach or default of the other Party in performing its obligations under this Agreement shall be deemed or construed to be a consent or waiver of any other breach of default by such Party of the same or any other obligation hereunder. Failure on the part of any Party to complain of any act or failure to act by the other Party or to declare the Party in default shall not constitute a waiver by such Party of its rights hereunder.
