In these Standard Terms and Conditions of Sale the following definitions shall apply:
a. "Contract" any contract between the Company and the Customer for the sale and purchase of Goods.
"Company" means Rolman World FZCO of Jebel Ali, UAE.
c. "Customer" means the person(s) or company(ies) whose order for Goods is accepted by the Company.
d. "Goods" means any goods (including any or all of them) to be supplied by the Company to the Customer.
a. The Contract shall be governed by these terms and conditions to the exclusion of all other terms and conditions (including any terms and conditions which the Customer purports to apply in any purchase order, order confirmation or similar document). Any order by the Customer for Goods from the Company shall be deemed to be an offer by the Customer to purchase the Goods subject to these terms and conditions. No amendment or variation shall apply unless expressly agreed in writing by the parties.
b. No order shall be binding on the Company unless and until accepted or confirmed in writing by the Company. The Company reserves the right (without prejudice to any other remedy) to cancel any uncompleted order or to suspend delivery if any of the Customer's obligations to the Company are not met.
c. No order which has been accepted by the Company may be cancelled by the Customer except with the written consent of the Company and on the condition that the Customer shall indemnify the Company in full against all losses (including loss of profit, loss of business and depletion of goodwill), costs, damages, charges and expenses incurred by the Company as a result of the cancellation.
a. Whilst the Company will use all reasonable endeavours to comply with any dates specified by the Company for the delivery of the Goods, such dates are approximate only and may not be changed by notice. If no dates are specified delivery will be made within a reasonable time. Subject to the other provisions of these Conditions, the Company shall not be liable for any loss (including loss of profit), cost, damage, charge or expense directly or indirectly caused by any delay in the delivery of the Goods (even if caused by the Company's negligence).
b. Unless otherwise agreed in writing, the Company's terms of delivery are ex works (Incoterms 2010).
c. The Goods shall be at the sole risk of the Customer from the time of delivery to the Customer or its agent or carrier (including any such agent or carrier instructed by the Company to act strictly on behalf of the Customer). No claim will be accepted for loss or damage in transit unless the Company is notified in writing within five days of delivery. Any damage to the goods in transit or claims for shortages should be notified to the carrier and to the Company immediately upon receipt of the goods at the Customer's premises or port of entry as the case may be.
d. Title
i) The legal and beneficial title to the Goods shall not pass to the Customer (notwithstanding delivery of the Goods to the Customer) until the Customer has paid the full price of the Goods and all other sums due to the Company. Until such payment is made the following provisions of these Conditions shall apply to such Goods.
ii) The Customer shall at all times hold the Goods in a fiduciary capacity as bailee for the Company.
iii) The Customer shall mark and store the Goods so as to identify them clearly as the property of the Company.(iv) The Company shall be entitled at any time to enter upon the Customer's premises at the Customer's expense and to recover and dispose of the Goods and the Customer shall have no claim against the Company in respect of any such entry or disposal other than to recover any balance due to the Customer. After the Company has disposed of the Goods and recovered all sums due by the Customer to the Company, the Customer shall indemnify the Company's representatives against all claims arising from such entry.
v) The Customer may, in the ordinary course of business, mix the Goods with other items or convert the Goods into other items whether by the process of manufacture or otherwise. In such event the Customer agrees that the property in the mixed or transformed Goods shall not pass to the Customer until the provisions of condition d(i) have been complied with. For the avoidance of doubt, the provisions of sub-clauses (ii) (iii) and (iv) of this Condition 3 shall apply to any such Mixed or Converted Goods.
(vi) The Customer may sell or otherwise dispose of the Goods or any Mixed or Converted Goods referred to in Condition 3(e)(v) in the ordinary course of the Customer's business but shall hold the proceeds of any such sale or disposal and any rights or claims against third parties arising out of such sale or disposal in trust for and on behalf of the Company and the Customer shall take all steps necessary to segregate such proceeds from other monies, to pay over such proceeds to the Company and to assign any such rights or claims to the Company to the extent necessary to discharge in full the Customer's indebtedness to the Company.
vii) The Company shall be entitled to recover payment for the Goods to the extent that the property in the Goods has not passed to the Customer.
e. The Company reserves the right to deliver the Goods by instalments in which case the Contract shall be construed as a separate contract in respect of each instalment. Failure to deliver any instalment shall not entitle the Customer to treat the Contract as repudiated.
The Company will, at the request of the Exporting Customer, arrange marine insurance for the Goods and notify the insurers of the shipment of the Goods but shall not be liable for negligence or otherwise for any error in complying with such request or for any failure to do so.
The price will be the price in force at the time of delivery. The Company reserves the right to apply a minimum charge for low value orders. The price of the Goods is exclusive of any VAT or other applicable taxes which the Customer is required to pay in addition at the time of payment for the Goods.
The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Company's obligations if the delay or failure is due to any cause beyond the reasonable control of the Company (including without limitation those arising from strikes, lockouts or other industrial disputes or from acts of God, war, national or local government restrictions, prohibitions or controls, fire, flood or accident).
Unless otherwise stated, the prices quoted include disposable packaging.
a) The Company's terms of payment shall be cash in advance of order. Unless other payment terms are agreed in writing by the Company, payment is due when an order is signed with the Customer.
b) Time for payment is of the essence. No payment shall be deemed to have been received until the Company has received cleared funds.
c) The Customer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim or otherwise unless the Customer has a valid court order requiring the Company to pay to the Customer an amount equal to any such deduction.
d) If the Customer fails to make any payment under the Contract on the due date then (without prejudice to its other rights and remedies) the Company may charge the Customer interest (both before and after judgment) on the amount unpaid at the rate of three percent (3%) per annum above the base rate from time to time of the Company's working bank in Dubai and/or suspend further deliveries of the Goods until payment is made in full.
a) The Customer shall be responsible for obtaining all documents, licences and approvals which may be required to enable the Company to deliver the Goods to the Customer. For the avoidance of doubt the Company shall not be liable to the Customer for any failure to obtain any documents, licences and authorisations referred to in this condition.
b) Certain products are designated as dual-use" and some countries are designated as restricted and are therefore subject to trade and export restrictions and controls. It is the Customer's responsibility to determine where export or trade restrictions may apply and to obtain any necessary licence or government approval.
a) The Products under the Contract and any underlying technology or related information and data may be subject to export controls imposed by applicable laws and regulations which may prohibit or restrict the distribution of the Products ("Export Control Regulations"). Customer shall comply with all Export Control Regulations. The Customer acknowledges that the distribution, export or re-export of the Products may be subject to the requirement to obtain any approvals and/or licences required by the Export Control Regulations and that the Customer shall be solely responsible for obtaining any such approvals and/or licences at its own risk and expense.
b) The Customer represents and warrants that the Products, including any underlying technology or information relating to the Products, will be used by the Customer and/or its customers only for peaceful and civil purposes and will not be used by the Customer and/or its customers for military purposes, such as, but not limited to, purposes related to chemical, biological or nuclear weapons or missiles capable of delivering such weapons. The Customer represents and warrants that the Products will only be sold to customers who accept the foregoing undertaking as binding on the Customer and the Company and its customers and who have been verified by the Customer to be trustworthy and reliable in the observance of the foregoing and/or similar undertakings.
c) The Customer shall indemnify and hold the Company or its subsidiaries and employees harmless from and against any and all losses, claims, damages, costs, expenses, obligations, liabilities, actions, suits, including, without limitation, interest and penalties, reasonable legal fees and costs and any amounts paid in settlement of any claim, suit or action arising out of the Customer's breach of clause 10(a) and/or clause 10(b).
Whilst every effort is made to ensure accuracy, the descriptions, illustrations and material contained in any catalogue, brochure, leaflet or other descriptive matter represent the general nature of the items described therein but do not form part of the contract or amount to a representation or warranty and should be relied upon only in the precise circumstances in which they are expressed and are otherwise excluded from the contract. The Company reserves the right to alter the design of the Goods without notice.
a. Subject to the provisions below, the Company warrants all Goods supplied by it to be free from defects in material and workmanship but its sole liability under this warranty shall be limited to either replacing, repairing or crediting (at its option) any Goods which are returned within six (6) months of delivery and which the Company accepts to have been defective in material and workmanship.
b. The Company shall have no liability under this warranty:
i) unless the Company is notified in writing by the Customer within seven (7) days of the discovery of any defect;
ii) for any Goods in respect of which the alleged defect is found on examination to have been caused in whole or in part by misuse, neglect, overloading, unsuitable lubricants, improper installation or repair, alteration or accident or for defects arising from fair wear and tear, abnormal working conditions and failure to follow any instructions given by the Company;
iii) for any transport, installation, removal, labour or other costs;
iv) for any goods represented by the Company, the Company will use its reasonable endeavours to pass on to the Customer the benefit of any warranty or guarantee given to the Company;
v) where the defect arises from the Customer's failure to follow the Company's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods;
vi) if the Customer alters or repairs the Goods without the written consent of the Company; or
vii) if the defect in the Goods arises from a design defect in any drawing, design or specification supplied or approved by the Customer.
c. The Company cannot warrant the suitability or fitness of the Goods for any particular purpose or use. In particular, but without limiting the generality of the foregoing, Goods for aeronautical applications can only be obtained from a supplier who has the appropriate CAA approval. If Goods are required for aeronautical use, this should be disclosed to the Company by the Customer.
a. The following provisions and the provisions of Condition 10 set out the entire liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of
i) any breach of these Conditions; and
ii) any representation, statement or tort, including negligence, arising out of or in connection with the Contract.
b. All warranties, conditions and other terms implied by statute or common law are excluded from the Contract.
c. Subject to condition 12(b)
i) the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise arising out of or in connection with the performance or contemplated performance of this Contract shall be limited to the price of the Goods, subject to price revisions;
(ii) the Company shall not be liable to the Customer by reason of any representation or any implied warranty, condition or other term or any duty at law or under the express terms of this Contract for any indirect or consequential loss or damage (whether for loss of profit, loss of business, increased cost of production, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation of any nature whatsoever (whether or not caused by the negligence of the Company, its employees, agents or sub-contractors) arising out of or in connection with the Contract.
Where goods are specially made to the customer's specification, it is a condition of sale that the Company reserves the right to supply and charge for ten per cent (10%) more or less than the quantity ordered.
Unless otherwise agreed in writing, the Company does not accept any restriction on its rights to manufacture, sell or offer for sale to other customers any goods which may be specially made for a particular customer or customers or goods of a similar type.
In the case of such goods made specially to the Customer's specification the Customer shall indemnify the Company against all losses and damages awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim for infringement of any patent, copyright, design, trade mark or other intellectual property right of any person resulting from the Company's use of the Customer's specification.
All patent, copyright, design, trade mark or other intellectual property rights in the Goods are and shall remain vested in the Company & the brands represented by the Company and nothing in these terms and conditions shall be construed as granting to the Customer any licence or other right to manufacture the Goods.
"a. No employee or agent of the Company shall be authorised to make any representation or give any advice or recommendation in relation to the Goods unless confirmed in writing by the Company. Without prejudice to condition 12(c),
in entering into any Contract the Customer acknowledges that it is not relying on any such representation, advice or recommendation which has not been so confirmed and waives any claim for breach thereof.
b. The Company shall, without prejudice to any other right or remedy available to it, be entitled to terminate the Contract or suspend any further deliveries under the Contract without any liability to the Customer or, where Goods have been delivered and not paid for, to demand immediate payment of the price due in any of the following circumstances
i) the Customer makes any voluntary arrangement with its creditors or becomes the subject of an administration order or goes bankrupt (being an individual or firm) or goes into liquidation (being a company) or has a winding-up petition presented against it or a winding-up order made against it (other than for amalgamation or reconstruction); or
ii) an encumbrancer takes possession of or a receiver is appointed over any of the Customer's property or assets; or
iii) the Customer ceases or threatens to cease to carry on business; or
iv) the Company reasonably fears that any of the above events will occur.
c. The headings in these terms and conditions are for convenience only and shall not affect their interpretation.
d. Any notice required or permitted to be given by either party to the other under these terms and conditions shall be in writing and addressed to the other party at its registered office or principal place of business.Any notice delivered personally shall be deemed to have been received when delivered; any notice sent by facsimile transmission shall be deemed to have been received when sent (provided that the normal return transmission has been received); any notice sent by first class post shall be deemed to have been received forty-eight (48) hours after posting; PROVIDED, however, that if delivery is made after 4.00 p.m. or on any day other than a normal working day, such notice shall be deemed to have been received at 9.00 a.m. on the next working day.
e. Any right or remedy of the Company under this Contract shall be without prejudice to any other right or remedy of the Company, whether under this Contract or otherwise.
f. Failure by the Company to enforce or partially enforce any provision of this Contract shall not be construed as a waiver of any of its rights under this Contract.
g. This Contract is personal to the Customer and the Customer may not assign, license or sub-contract any or all of its rights or obligations under this Contract without the Company's prior written consent. The Company may assign, license or sub-contract all or any of its rights or obligations, including claims, under this Contract without the Customer's consent.
h. The parties acknowledge and agree that the Company sells the Goods only as principal with the intention and effect that no other person or persons shall have any rights or obligations or be entitled to sue or be sued under the contracts entered into by the Company.
This Agreement shall be governed by the laws of the UAE and the Dubai Federal Laws applicable therein. The parties irrevocably submit to the jurisdiction of the courts of Dubai in the UAE, which shall have non-exclusive jurisdiction over any matter arising out of this Agreement.
