SALES TERMS AND CONDITIONS
1. Scope of application
All supplies and associated services are exclusively governed by these General Conditions of Sale. Any references made by the Buyer to their general terms are not accepted; instead, Seller’s General Conditions of Sale shall apply to all future business. Deviations from these General Conditions require explicit written approval from the Seller.
2.Offer and acceptance
Seller’s quotations are not binding offers but must be seen as invitations to Buyer to submit a binding offer. The contract is concluded by Buyer’s written order (offer) and Seller’s written acceptance. In case the acceptance differs from the offer, such acceptance constitutes a new non-binding offer of Seller.
By accepting the supplies, the buyer has accepted the terms and conditions of this sales
3. Product quality, specimens and samples, guarantees
3.1 Unless otherwise agreed, the quality of goods is determined by the Seller’s product specifications at the time of delivery.
3.2 The properties of specimens and samples are binding only insofar as it has been explicitly agreed to define the quality of the goods.
3.3 Quality and shelf-life data as well as other data constitute a guarantee only if they have been agreed in writing and designated as such.
4. Advice
Any advice given by Seller is given to the best of his knowledge. Advice and information with respect to suitability and application of the goods is not binding and shall not relieve Buyer from undertaking his own investigations and tests with regards to the suitability of the goods supplied for the processes and purposes he intends to use them for.
5.Prices
If Seller’s prices or Seller’s terms of payment are generally altered between the date of contract and delivery, Seller may apply the price or the terms of payment in effect on the date of delivery. In the event of a price increase, Buyer is entitled to withdraw from the contract by giving notice to Seller within 14 days after notification of the price increase.
6. Delivery
Delivery shall be effected in accordance with the trade terms set out in the individual contract, for which the version of the INCOTERMS in force on the date the contract is concluded is applicable. Providing no express agreement has been reached, deliveries are made carriage paid to named port of destination.
Goods once delivered will not be taken back or exchanged. Goods delivered to be checked and tested before use. We will not accept any liability or claims of any kind arising from usage of the goods supplied by SERVOCHEM LLC.
For bulk shipment with weight difference (above 0.5%) at the time of discharge, Buyer is obliged to avoid unloading & report to seller for further investigation. NO COMPLAINTS ACCEPTED AFTER DISCHARGE. The allowance period of time for unloading the material is 3 hours, any delays thereafter will be charged on daily basis based on actuals.
All documents (MSDS, TDS & COA) will be issued by SERVOCHEM L.L.C.
7.Damage in transit
Notice of claims arising out of damage in transit must be lodged by Buyer directly with the carrier within the period specified in the contract of carriage and Seller shall be provided with a copy thereof.
8.Compliance with legal requirements
Government Taxes: Any policy change / implementation of new tax / VAT or al – during the time of execution of the Order, fi placed against our offer, shall be extra to the account of the buyer at actuals. Unless specifically agreed otherwise, Buyer is responsible for compliance with all laws and regulations regarding import, transport, storage and use of the goods.
10. Buyer’s rights regarding defective goods
10.1 Seller must be notified of any defects discovered during routine inspection within four weeks of receipt of the goods; other defects must be reported within four weeks after they are discovered. Notification must be in writing and must precisely describe the nature and extent of the defects.
10.2 If the goods are defective and Buyer has duly notified Seller in accordance with item 10.1, Buyer has statutory rights to the following measures:
a) Seller initially has the right to choose whether to remedy the defect or supply Buyer with non-defective replacement goods (subsequent performance).
b) Seller may make two attempts at subsequent performance. Should these fail or cause unreasonable convenience to Buyer, the latter may
either withdraw from the contract or demand a reduction in the purchase price.
c) With regard to claims for compensation, including compensation for unproductive expenditure on a defect, item 11 applies.
10.3 Buyer’s claims for defective goods are subject to a limitation period of one year from receipt of the goods.
In the following cases, the legal limitation periods apply instead of the one-year limitation period:
a) Liability for an intentionally caused defect.
b) Fraudulent concealment of a defect.
c) Claims against Seller relating to the defectiveness of goods that when applied to a building in the normal manner caused it to be defective.
d) Claims for other damage caused by grossly negligent breach of duty on the part of Seller, or intentional or grossly negligent breach of duty on
the part of Seller’s legal representative or vicarious agent.
e) Claims for other damage caused by grossly negligent breach of duty on the part of Seller, or intentional or grossly negligent breach of duty on
the part of Seller’s legal representative or vicarious agent.
f) In the event of a Buyer’s recourse claim based onconsumer goods purchasing regulations.
11. Liability
11.1 As far as permitted by law, the liability of Seller for damages in relation to this contract shall be excluded.
11.2 Seller is not liable to Buyer in case of impossibility or delay in the performance of its supply obligations.
The amount of the invoice shall be paid in full by the Buyer on or before the due date for payment without any deduction or retention, failing which, interest @ 18% per annum shall be payable on delayed payment amount from the date of invoice till the realization of payment. Servochem reserves the right to suspend further supplies if payment is not made on or before due date. Credit period if any, stated in the invoice, is given on trust and assurance given by the Buyer to the company. Any delay or non-payment of invoice amount on or before due date will conclusively amount to breach of trust and terms and conditions of sale. Incase of delay in clearing Servochem’s any overdue outstanding, Servochem LLC reserves the right to terminate this contract.
12. Set off
13. Security
If there are reasonable doubts as to Buyer’s ability to pay, especially if payments are in arrears, Seller may, subject to further claims, revoke credit periods and make further deliveries dependent on advance payments or other security.
14. Retention of title
14.1 The goods shall remain the property of the Seller until the purchase price has been paid in full.
14.2 On account of the retention of title, Seller may reclaim the goods even if he has not yet withdrawn from the contract.
14.3 If the value of securities exceeds the claims the Seller has against the Buyer by more than 10%, then on demand by the Buyer, the Seller shall release securities to this extent as selected by the Seller.
15. Force majeure
To the extend, any incident or circumstance beyond the Seller’s control (including natural occurrences, war, strikes, lock-outs, shortages of raw materials and energy, obstruction of transportation, breakdown of manufacturing equipment, fire, explosion, acts of government) reduces the availability of goods from the plant from which the Seller receives the goods such that Seller cannot fulfil its obligations under this contract (taking into account on a pro rata basis other supply obligations). Seller shall (i) be relieved from his obligations under this contract to the extent Seller is prevented from performing such obligations and (ii) have no obligation to procure goods from other sources. The first sentence does also apply to the extent such incident or circumstance renders the contractual performance commercially impractical for Seller over a long period or occurs with suppliers of Seller. If the aforementioned occurrences last for a period of more than 3 months, Seller is entitled to withdraw from the contract without the Buyer having any right to compensation.
16. Place of payment
Regardless of the place of delivery of goods or documents, the place of payment shall be Seller’s place of business.
17. Communication
Any notice or other communication required to be received by a party is only effective at the moment it reaches this party. If a time limit has to be observed, the notice or other communication has to reach the recipient party within such time limit.
18. Place of performance, Arbitration Clause
The place of performance for the delivery is the Seller’s respective point of dispatch. If a dispute arises which cannot be settled amicably it shall be settled by arbitration in accordance with the provisions set forth under the Dubai International Arbitration Centre (DIAC) Arbitration Rules (the Rules), by three arbitrators appointed in compliance with the rules. The place of arbitration shall be Dubai and venue to hold arbitration proceedings shall be in the premises of the DIAC. The language of arbitration shall be English.
19. Applicable law
The law of the United Arab Emirates (UAE) as well as the law of the Emirate in which the place of performance is located is also applicable. The conclusion of this contract is exclusively subject to UAE law.
20. Contract language
If these General Conditions of Sale are made known to Buyer in another language, in addition to the language in which the sales contract has been concluded (“Contract Language”), this is merely done for Buyer’s convenience. In case of differences of interpretation, the version in the Contract Language shall be binding.
21. Validity of these conditions
If any provision of these General Conditions of Sale shall become invalid, the remainder of these General Conditions of Sale shall not be affected. This contract supersedes all other correspondences and is final and binding on both buyer and seller. Cash payment valid only against company’s receipt.