1. QUALITY AND COMPLETENESS1.1. Quality and completeness of the goods supplied under this Contract/Deal must comply with the drawing and technical documentation agreed by the BUYER and SELLER. The product must be new and not used. All shipping documents are sent together with the goods.
1.2. The warranty period of the goods delivered under this Contract/Deal transaction period shall be 12 (twelve) months from the date of transfer of the goods by the SELLER to the BUYER, in accordance with the terms of delivery, unless otherwise provided by the additional terms of the Contract/Deal.
1.3. In case the BUYER receives Goods with low-quality than agreed under this Contract/Deal due to the SELLER’S fault (this fact shall be confirmed by the bilateral certificate of by the order specified in Clauses 2.1. and 2.2. of the Contract/Deal), the BUYER, at its own discretion, is entitled to demand from the SELLER the following:
(a) proportional decrease of the goods purchase price; and
(b) free-of-charge defects elimination of the Goods within 30 (thirty) calendar days or within a period less than the period specified for supply for these type of goods upon receipt of the signed poor quality goods certificate or conclusion of the independent expert organization by the SELLER, whichever is less.
2. ACCEPTANCE OF GOODS2.1. Acceptance of the Goods from the forwarding companies shall be carried out by means of the Goods inspection for compliance with the information specified in the accompanying (forwarding) documents in accordance with the current federal legislation of the United Arab Emirates and international trade law. In all cases when during the Goods receipt from the forwarding companies, the goods defects and/or damages are detected, as well as deviation of the name and weight and/or number of cargo places from the forwarding (accompanying) documents and in any other cases envisaged by the transportation regulations, the BUYER (Consignee) shall demand a commercial report from the forwarding companies.
2.2. In case during the Goods acceptance any deviations of the supplied Goods with regards to its quality are detected, the BUYER/Consignee shall suspend such acceptance and call the SELLER’S representative in writing to draw up a bilateral Certificate. In case the SELLER or its representative rejects to take part or fails to appear during the goods acceptance within 10 (ten) business days from the date of the written notification receipt (not considering travel time), the BUYER (Consignee) shall accept the Goods with the Chamber of Trade and Industry (or its equivalent entity/department in the United Arab Emirates) representative or any independent expert organization having the relevant authorities. A bilateral Certificate, Certificate of the Chamber of Trade and Industry or a Conclusion of the independent expert organization shall be drawn up on the basis of the goods acceptance results regarding the goods / batch /non-compliance with the provisions of the Contract/Deal or any forwarding documents, containing the grounds of such non-compliance and possible perpetrators, thereby such a conclusion shall be final and binding for both Parties. The Buyer shall pay for the independent expertise services. Further, the Seller shall compensate all charges to the Buyer related to the independent expertise execution in case the results of such expertise envisage that the Goods supplied violate under the terms as to its quantity and/or quality due to the Seller’s fault.
3. CLAIMS AND ARBITRATION3.1. All disputes and controversies arising from this Contract/Deal or in relation with it shall be settled in accordance with the complaint procedure.
3.2. All claims related to the Goods quantity and quality shall be provided within 15 /fifteen/ days from the date of the Goods receipt by the consignee from the forwarder with the following documents provision:
- the certificates of the Chamber of Trade and Industry or any independent expert organization.
- copies of the consignment notes and forwarding documents.
3.3. In case of the goods quality non-compliance with the provisions of this Contract/Deal, the BUYER is entitled to act in accordance with the provisions of Cl. 1.3 of this Contract/Deal.
3.4. In case of the full or partial rejection to satisfy the claim or failure to receive the relevant answer within 30 /thirty/ calendar days from the date of the claim provision by any Party, the other Party is entitled to appeal to the Arbitration court at the location of the Seller.
4. PENALTIES4.1. In case of the delivery terms violation, the SELLER shall be liable in the amount of 0.1 % from the price of non-delivered goods for each day of delay, however, not exceeding 10% from the price of the delayed Goods.
4.2. In case of delayed payment (both advance and final payment)) for the Goods the BUYER shall be liable in the amount of 0,1% from the owing amount for each day of delay.
4.3. Besides the liability specified in Cl. 4.2. of this Contract/Deal, in case of the payment delay for the Goods exceeding 5 (five) calendar days, the Supplier is entitled to demand a penalty from the Buyer in the amount of 5 000 (five thousand) USD.
5. FORCE MAJEURE5.1. The Parties are released from responsibility for partial or complete non-fulfillment of their liabilities under the Contract/Deal, if this non-fulfillment was caused by the circumstances of Force Majeure, namely: fire, flood, earthquake or military actions, and economic sanctions imposed as a result of military actions, if these actions directly affected the fulfillment of the terms of this Contract/Deal. In this case the time of fulfillment of the Contract/Deal obligations is extended for the period equal to that during which such circumstances last.
5.2. A Party unable to fulfill its obligations under this Contract/Deal shall immediately notify the other Party in writing, however, no later than 3 (three) days upon the force-majeure circumstances occurrence.
5.3. A proper evidence of the force-majeure circumstances shall be the certificates issued by the Chamber of Trade and Industry of the contracting Parties or by any other authorized state bodies.
6. PAYMENT TERMS (OPTIONAL)6.1. The date of payment shall be the date when the funds are credited to the account of the Seller
7. OTHER PROVISIONS7.1. The regulations of this Contract/Deal shall cover all legal relations of the Parties and shall be in force upon the Contract/Deal signing in a hard copy by both Parties until complete fulfillment of the obligations under this Contract/Deal by both Parties.
7.2. All amendments and alterations to this Contract/Deal in a hard copy, as well as all relevant Annexes drawn up in written and signed by both Parties shall be an integral part of this Contract/Deal (in a hard copy).
7.3. Neither party may assign the rights and obligations under this Contract/Deal to any third parties without the written c
onsent of the other Party.7.4. All relations of the Parties not specified in this Contract/Deal shall be settled in accordance with the current federal legislation of the United Arab Emirates and international trade law.7.5. All terms specified in this Contract/Deal are calculated according to the rules of the federal legislation of the United Arab Emirates and international trade law.7.6. The Seller and the Buyer have agreed that in the process of fulfilling the terms of the Contract/Deal, they will communicate through the exchange of correspondence, which can be sent using facsimile and e-mail. All notifications and messages sent by the Parties to each other at the e-mail addresses and / or telephone numbers indicated in the details of the INVOICE and/or OFFER are recognized by the Parties as official correspondence under this Contract/Deal. Scanned copies of documents sent by the parties are valid until the parties exchange their originals. The date of transmission of the corresponding message is the day of sending the fax or e-mail. Responsibility for receiving messages in the above way lies with the receiving Party. The party that sent the message is not responsible for the delay in the delivery of the message, if such a delay was the result of a malfunction of communication systems, the actions / inaction of providers or other circumstances.
8. TERM OF THE CONTRACT/DEAL8.1. This Contract/Deal comes into force from the date of its signing in two copies and is valid for one year.
8.2. This Contract/Deal remains valid in terms of financial obligations until the settlement between the parties is completed.