BUYER: means the person, firm or the company entering into the Contract to purchase the goods and/or Service from the Seller.
CONDITIONS: means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.
CONTRACT: means the contract for the purchase and sale of Goods and/or Services.
DELIVERY DATE: means the earlier of the time of actual delivery of the Goods or, if the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, the date that the Seller notifies the Buyer that the Goods are ready for delivery or, as the case maybe, the Seller tenders delivery of the Goods or, if the Buyer wrongfully fails to allow the performance of the Services, the date that the Seller notifies the Buyer that it is in a position to perform the Services.
GOODS: means the goods (including any installment of the Goods or any parts for them) which the Seller is to supply in accordance with these Conditions.
SELLER: means LIBERTY BUILDING SOLUTIONS FZE.
SERVICES: means the Services which the Seller is to supply in accordance with these Conditions.
TOOLING: includes patterns, tooling & dies.
WRITING: Includes telex, cable, facsimile transmission, electronic mail and comparable means of communication.
2. BASIS OF THE CONTRACT
2.1 These Conditions shall govern the Contract to the exclusion of any other terms and conditions.
3. ORDERS AND SPECIFICATION
3.1 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) and for giving the Seller any necessary information relating to the contract within a sufficient time to enable the Seller to perform the Contract. Where the Goods are to be supplied to the Buyer’s specification, the Buyer warrants that the Goods are capable of production.
3.2 The quantity, quality and description of and any specification for the Goods and/or the description of the Services shall be those set out in the Seller’s quotation (if accepted by the Seller).
3.3 The Seller reserves the right to make any changes in the specification of the Goods or Services which are required to conform with any applicable safety or other statutory or legal requirements or, where the Goods or Services are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
4.1 The price shall be the Seller’s quoted price, or where no price has been quoted or a quoted price is no longer valid, the price listed in the Seller’s published price list current at the date of acceptance of the order. Where the Goods are supplied for export, the Seller’s export price list shall apply in the absence of a price quoted by the Seller. All prices quoted are valid for 30 days or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without notice.
5. TERMS OF PAYMENT
5.1 The Seller shall be entitled to invoice the Buyer for the price on or at any time after the Delivery Date.
5.2 The Buyer shall pay the price without any deduction or set-off (save as set out in this condition 5.2) on or before the last day of the month following the Delivery Date and the Seller shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer and/or the Services have not been performed. The time of payment of the price shall be of the essence of the contract.
5.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy, the Seller shall be entitled to;
5.4 The Seller may without notice set off any sums from time to time owed to the Buyer in or towards the satisfaction of all and any liabilities of the Buyer to the Seller whether or not under this Contract.
5.5 The Seller shall have a general lien over all goods and property of the buyer (whether worked on or not) in the possession of the Seller for all unpaid debts due from the Buyer and the Seller reserves the right upon the expiration of fourteen days written notice to dispose of such good or property and to apply the proceeds of sale (net of costs of sale) towards the payment of such debts.
6. DELIVERY AND PERFORMANCE
6.1 The Buyer shall be responsible for the unloading of Goods and where the Seller or its employees or agents carries out or assist the Buyer in such unloading. The Buyer shall indemnify and keep indemnified the Seller against all liabilities including without limitation all loss, costs, damages, charges and expenses from such unloading.
6.2 Any dates quoted for delivery of the Goods or performance of the Service are approximate only and the Seller shall not be liable for any delay howsoever caused. The Goods may be delivered and/or Services maybe performed by the Seller in advance of the quoted delivery date upon giving reasonable notice to the buyer.
6.3 The Seller reserves the right to under or over-deliver the order quantity of any Goods by up to 10% more or less without any adjustments in the price, and the quantity so delivered shall be deemed to be the quantity ordered.
6.4 Where the Goods are to be delivered or Services performed in installments, each delivery or performance shall constitute a separate contract and failure by the Seller to deliver or perform any one or more of the installment in accordance with these Conditions or any claim by the Buyer in respect of any one or more installments shall not entitled the Buyer to treat the Contract as a whole as repudiated.
6.5 If the Seller fails to deliver the Goods (or any installment) or perform any Services (or any installment) for any reason other than any cause beyond the Seller reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess, if any, of the reasonable costs to the buyer (in the cheapest available market) of similar goods and/or services to replace those not delivered over the price of the Goods and/or Services.
6.6 If the Buyer fails to take delivery of the Goods or to allow performance of the Services or fails to give the Seller adequate delivery or performance instructions at the time stated for delivery or performance (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Sellers fault) then, without prejudice to any other right or remedy available, the Seller may;
6.6.1 store the Goods until actual delivery and charge the Buyer for the reasonable cost of storage, including insurance;
6.6.2 after the expiration of 3 months from the Delivery Date to dispose of the Goods in such manner as the Seller may determine and;
6.6.3 suspend any further delivery of Goods and/or goods and/or performance of the Services and/or services under the Contract or any other contract.
6.7 The Services shall be performed at the Seller’s premises.
7. RISK AND PROPERTY
7.1 Risk of Damage to or loss of the Goods shall pass to the Buyer on the Delivery Date.
7.2 The property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods sold or agreed to be sold by the Buyer under any other contract.
7.3 Until such time properly in the Goods shall not pass to the Buyer, the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, If the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods and for the purpose the Buyer hereby authorize and license the Seller, its officers, employees and agents to enter upon any land or building upon which the Goods are situated to recover those goods, and the Buyer shall indemnify the Seller against all cost, damages, charges and expenses in such regard.
8. WARRANTIES AND LIABILITIES
THE BUYER’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF THIS CLAUSE 8.
8.1 The Seller warrants that the Goods will be free from defects in material and workmanship for a period of 3 months from the Delivery Date and that the Services will be performed with reasonable care and skill.
8.2 The above warranties are given by the Seller subject to the following conditions:
8.2.1 The Seller shall be under no liability in respect of any failure or defect arising from any Tooling, drawing, design, or specification supplied by the Buyer;
8.2.2 The Seller shall be under no liability in respect of any defect or failure arising from fair wear and tear, willful damage, negligence, abnormal working condition, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s prior approval;
8.2.3 If the total price has not been paid by the due date, the Seller shall be under no liability until the total price has been paid.
8.2.4 The above warranties do not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit or any such warranty or guarantee as it given by the manufacturer to the Seller;
8.2.5 The Seller shall under no liability in respect of any failure or defect is within reasonable commercial tolerances.
8.3 Subject as expressly provided in these Conditions, all warranties, conditions and other terms implied by statute or law are excluded to the fullest extent permitted by law.
8.4 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods, any failure to exercise reasonable care and skill or any under or over-delivery of the Goods shall, whether or not delivery is refused by the Buyer, be notified to the Seller within 3 days from the Delivery Date or, where the defect or failure was not apparent on reasonable inspection, within a reasonable time after delivery of the defect or failure and in any event within 7 days of discovery. If delivery is not refused, and the Buyer does not notify the Seller, the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Contract has been performed in accordance with its terms.
8.5 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or any failure to exercise reasonable care and skill is notified to the Seller in accordance with these Conditions , the Seller shall be entitled to replace the Goods (or part in question) or to re-perform the Services free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price) but the Seller shall have no further liability to the Buyer.
8.6 The Seller shall not be liable to the Buyer be reason of any representation , or any implied warranty, condition or other term , or any duty of law, or under the express terms of the contract, for any consequential loss or damage (whether for loss of profit, product recall or otherwise) which arise of or in connection with the supply of the Goods and/or the Services or their use or resale by the Buyer and the entire liability of the Seller under or in connection with the Contract shall not exceed the price under the Contract, except as expressly provided in these Conditions.
8.7 The Seller shall not be liable to the Buyer or to be deemed to be in breach of the Contract by reason any delay in performing, or any failure to perform, any of the Seller’s obligation, if the delay or failure was due to any cause beyond the Seller’s reasonable control.
THE BUYER’S ATTENTION IN PARTICULAR DRAWN TO THE PROVISIONS OF THE CLAUSE.
9.1 The Buyer shall take or procure the taking of all such steps as may be necessary to ensure the safety of the Seller’s employees, agents and contractors or any premises at which the Service is to be provided without limitation, notifying such representatives of any relevant hazards.
9.2 The Buyer shall indemnify and keep indemnified the Seller, its officers, employees agents and sub-contractors against any loss or damage to any property or injury or death of any person caused by any negligent act or omission or willful misconduct of the Buyer, its employees agents or sub-contractors, including all and any costs and expenses relating thereto.
10.1 Any Tooling supplied by the Buyer shall remain the property of the Buyer at the Buyer’s risk. The Buyer shall be responsible for the repair and maintenance of such Tooling. The Seller shall not use such Tooling in connection with any contract with a third party without the Buyer’s prior consent in Writing.
10.2 All tooling used, manufactured or procured in connection with contract and which is not supplied by the Buyer shall be the property of the Seller.
10.3 All any intellectual and industrial property rights comprised in any Tooling shall vest in the party owning such Tooling.
10.4 The Seller reserves the right to charge the Buyer for the cost of storage of the Buyer’s Tooling and to require the Buyer to remove such Tooling from the Seller’s premises upon not less than 3 months notice in Writing.
11. INSOLVENCY OF BUYER
11.1 This clause applies if;
11.1.1 The Buyer makes any voluntary arrangement with its creditors or become subject to an administration or similar order (for being an individual firm) become bankrupt or (being a company) goes into liquidation, otherwise than for the purpose of amalgamation or reconstruction; or
11.1.2 An encumbrancer take possession, or a receiver is appointed, of the Buyer’s undertaking or any of its property or assets; or
11.1.3 The Buyer ceases, or threatens to cease, to carry on business; or
11.1.4 The Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
11.2 If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend performance and/or any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered and/or Services performed, but not paid to, the price shall become immediately due and payable.
12. EXPORT TERMS
12.1 The Buyer shall be responsible for complying with any legislation and regulation governing the importation of the Goods into the country of destination and for the payment of any duties thereon.
12.2 Unless otherwise agreed in Writing between the Buyer and the Seller, the Goods shall be delivered ex-works.
12.3 The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Seller’s premises before shipment. The Seller shall have no liability for any claim in respect of any defect which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
12.4 Payment of all amounts due to the Seller shall be made by irrevocable letter of credit opened by the Buyer in favor of the Seller and confirmed by the Seller’s Bank in the United Arab of Emirates, or, if the seller has agreed on or before acceptance of the buyer’s order to waive the requirement, by acceptance by the Buyer and delivery to the Seller of a bill of exchange drawn on the Buyer payable 30 days after sight of the order of the Seller at such bank as may be specified on the bill of exchange.
13.1 The Buyer shall not be entitled to assign the whole or any part of the Contract without the prior written consent of the Seller.
13.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
13.3 If any provision of these Condition is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby unless such provisions goes to the root of the Contract.
13.4 The conditions shall constitute the entire agreement in relation to the subject matter and no modification or waiver thereof shall be valid unless made in Writing expressly for the purpose and signed by an authorized officer of the Seller and of the Buyer provided that nothing in these conditions shall exclude or limit liability for fraud.
13.5 The contract shall be governed by the laws applicable in the Emirates of Dubai and the Buyer agrees to submit the non-exclusive jurisdiction of the Dubai courts.
BUYER: means Liberty Building Solutions FZE
CONDITIONS: means the standard terms and conditions of purchase set out in this document and (unless the context otherwise requires) Includes any special terms and conditions agreed in writing between the Buyer and the Seller.
CONTRACT: means the contract for the purchase and sale of Goods and/or Services.
GOODS: means the goods (including any installment of the Goods or any parts for them or any Goods to be supplied by or on behalf of the Seller in connection with any service) which the Seller is to supply in accordance with these conditions.
ORDER: means the Buyer’s purchase order to which these Conditions are annexed or which refers to these Conditions.
SERVICES: means the services (including any installment of the Services to be supplied by or on behalf of the Seller in connection with any Goods) which the Seller is to provide to the Buyer in accordance with these Conditions.
SELLER: means the person, firm or company with whom the Buyer contracts, subject to these Conditions;
WRITING: Includes email, cable, facsimile transmission and comparable means of communication.
The acceptance (whether in Writing or by the commencement of any work relating to the Buyer’s order) by or on behalf of the Seller of the Buyer’s Order includes the acceptance of these Conditions. No other terms or condition (including but without but without limitations any terms or conditions) shall be incorporated into the Contract unless expressly agreed in Writing by the Buyer and signed by a director of the Buyer. Without prejudice to the provisions of the above paragraph no variation of or addition to these Conditions, whether written or oral, shall have effect unless and until agreed in Writing by the Buyer and signed by a director of the buyer.
Title to the risk in the Goods shall pass to the Buyer at the time of delivery unless payment for the Goods is made prior to delivery, when title shall pass to the Buyer once payment has been made and the Goods have been appropriated to the Contract. The acceptance of the ownership of the Goods under this clause is without prejudice to any right of rejection which the Buyer may have or which may become available to the Buyer.
The Buyer shall be entitled to reject the Goods and/or Services or any part thereof and to treat the Seller as in breach of Contract if the Seller fails to make delivery of the goods or perform the Services in accordance with these Conditions. Non-delivery of the Goods and/or non-performance of the Services shall also be grounds for rejection. If, as a result of the late or non-delivery of the Goods and/or late of non-performance of the Services, the Buyer has to obtain the Goods and/or the Services elsewhere, the Buyer reserves the right to claim from the Seller any and all costs incurred by reason of having to so obtain the Goods and/or Services.
The Seller warrants to the Buyer that:
8.1 The Goods will be satisfactory quality and fit for any purpose held out by the Seller or made known to the Seller in Writing on or before the time the Order is placed.
8.2 The Goods and/or Services shall conform to all the International Standards relevant for the Goods current at the time of delivery or for the Services at the time of performance.
The right is reserved to the Buyer and those authorized by the Buyer to inspect and test the Goods and the Seller shall provide the Buyer with all facilities reasonably required for inspection and testing. Any such inspection or testing shall not relieve the Seller of its obligations hereunder nor imply acceptance of the Goods by the Buyer.
If any Goods or Service delivered or performed do not conform to the Contract, the Buyer shall be entitled (but not bound), in relation to Goods, to return the Goods to the Seller at the Seller’s risk and expense and in relation to Goods or Services either to treat the Contract as discharge and require repayment within seven days of any part of the price which has been paid or require the Seller to replace the Goods or re-perform Services in accordance with the Contract within seven days. The Buyer shall not be obliged to return to return to the Seller any packaging or packing materials for the Goods are accepted by the Buyer. The Buyer also reserves the right to claim the cost incurred by the buyer in making good defects in the Goods or Services in addition to any other right the Buyer has arising there from.
11.1 The Seller will within 7 days of notification of any defect by the Buyer replace any Goods providing in any way defective at any time within 15 months from the date of delivery or 12 months from the date of supply to the end user, whichever is the later, at the sole cost of the Seller.
11.2 The Seller will within 7 days of notification of any defect by the Buyer re-perform any Service providing in any way defective at any time within 15 months from the date of performance at the sole cost of the Seller.
11.3 The conditions, warranties and remedies provided for in these conditions shall be in addition to those implied by or available at law and shall exist notwithstanding the Buyer’s acceptance of all or any part of the goods and/or Services.
Without prejudice to the Buyer’s other rights and remedies, the Seller will indemnify the Buyer against all losses, liabilities, actions, demands, claims, costs, damages and expenses of any kind whatsoever and howsoever arising or arisen and whether direct, consequential or special, including without limitation any injury, loss or damage resulting from or arising out of or incidental to.
12.1 Any negligence or willful misconduct of the Seller or any of its employees or agents;
12.2 The Seller’s performance of or failure to perform or breach or any of its obligations, whether express or implied, under the Contract.
12.3 Any defect in any Goods.
12.4 The Seller’s failure to deliver the Goods and/or perform the Services within the time specified.
12.5 Any claim that the Goods and/or Services and/or their sale and/or use infringes any intellectual property rights or any other right (including without limitation copyright, patent, trade mark, registered designs or in respect of passing off) of any third party.
The Buyer shall be entitled (without prejudice to any other rights and remedies available to it under these Conditions or otherwise) forthwith to terminate the Contract, to return or reject at the Seller’s risk and expenses any Goods already delivered and to recover any monies paid by the Buyer in respect of any Goods and/or Services and any additional expenditure incurred by the Buyer in any of the following events;
13.1 If any Goods and/or Services are not delivered or performed within the time specified for delivery;
13.2 If the Seller commits any breach of any contract between the Buyer and the Seller;
13.3 Without prejudice to the generality of the foregoing, if any Goods are defective or the Goods and/or Services otherwise fail to conform to specification or sample or otherwise fail to meet the requirements of the Order or the quality and/or workmanship is not to the Buyer’s reasonable satisfaction;
13.4 If the Seller commits and act of insolvency which shall be deemed to mean and include any one or more of the following;
13.4.1 the making of a voluntary arrangement by the Seller with its creditors; or
13.4.2 the bankruptcy of the Seller (being an individual or firm);
13.4.3 the Seller (being a company) becoming subject to an administration or similar order; or
13.4.4 the liquidation of the Seller (otherwise than for the purpose of amalgamation or reconstruction) or
13.4.5 an encumbrance taking possession or a receiver being appointed of any of the property or assets of the Seller; or
13.4.6 the Seller ceasing or threatening to cease to carry on business; or
13.4.7 the Buyer reasonable apprehending that any of the events mentioned above is about to occur in relation to the Seller and notifies the Seller accordingly.
13.4.8 the Buyer becomes aware that the Goods and/or Services and/or their sale and/or use infringe and/or alleged to infringe the intellectual property rights or other rights (including without limitation copyright, patent, trade mark, registered designs or in respect of passing off) of a third party.
The Buyer reserves the right to defer the date of delivery or payment or to cancel the Contract or reduce the volume of the Goods or Services ordered if it is prevented from or delayed in the carrying on of its business or utilizing the Goods or Services due to circumstances beyond the reasonable control of the Buyer.
15.1 Any liability of the Buyer under the Contract shall be subject to and conditional upon the due performance and observance by the Seller of all its obligations under these Conditions, and subject to these Conditions. The Seller shall not be entitled to withhold or delay supplying the good and/or performing Services or exercise any right of set-off whatsoever and howsoever arising or arisen which might otherwise be available to it.
15.2 The Buyer may without notice set off any sums from time to time owed to the Seller toward the satisfaction of all and any liabilities of the Seller to the Buyer whether or not under this Contract.
16.1 Neither the Seller nor the Buyer shall be entitled to assign or sub-contract the whole or any part of its rights and/or obligations under the Contract without the prior written consent of the other.
16.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time had been notified pursuant to this provision to the party giving the notice. A notice shall be deemed to have been received, in the case of a facsimile, upon and transmission and, In the case of a letter, seven (7) days after posting by prepaid registered mail. In providing services by letter, it shall be sufficient to show that the envelope containing the notice was properly addressed and stamped and duly posted.
16.3 No waiver by the Buyer of any breach of the Contract by the Seller shall be considered as a waiver of any subsequent breach of the same or any other provision.
16.4 If any provisions of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby unless such provisions goes to the root of the Contract.
16.5 The Conditions shall constitute the entire agreement in relation to the sale of the Goods and/or Services and no modification or waiver thereof shall be valid unless made in writing expressly for the purpose and signed by an authorized officer of the Buyer and of the Seller.
16.6 The Contract shall be governed by the laws of applicable in the Emirate of Dubai and the Seller agrees to submit to the non-exclusive jurisdiction of the Dubai courts.