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In these Conditions of Sale and Delivery, the following terms shall mean:
“Seller” shall mean Albaddad Capital, its successors and assigns;
“Buyer” shall mean any person, company or association who orders or buys the Goods, its Successors and executors;
"Conditions" shall mean these Conditions of Sale and Delivery;
"Contract" shall mean the agreement between Seller and Buyer for the sale of the Goods by Seller to Buyer as reflected in the Quotations. Order Acknowledgement Form, Invoice and these Conditions;
“Goods” shall mean any goods, materials, and/or products supplied or sold by Seller to Buyer;
“Order Acknowledgement Form” shall mean Seller’s standard document accepting the order of Buyer;
“Parties” shall mean Seller and Buyer;
“Quotation” shall mean any price quotation or estimate for sale of Goods from Seller to Buyer.
a. No previous communications between the parties shall be deemed to form any part of the Contract. It is hereby acknowledged that the Contract is not concluded on the basis of prior dealings between the Parties.
b. Any variation of the Contract must be requested in writing by Buyer and will not be binding until accepted by Seller in writing. Any variations in the terms of the Contract shall not violate the Contract.
a. Unless otherwise stated in the Quotation or Order Acknowledgement Form, all prices quoted are strictly net. In addition to the quoted prices Buyer shall pay
(i) freight charges
(iii) the cost to Seller of carrying out any special test(s), examination(s) or inspection(s) requested by Buyer as applicable.
a) Where the price of the Goods is inclusive of the cost of transportation, Seller shall select the carrier in its discretion. Where the price of the Goods does not include the cost of transportation, the transportation charges shall be those in effect on the date of shipment.
b) The Buyer is responsible for any type of gate passes, political border authorizations, road and transportation authority’s approvals and escort vehicles if required.
c) If the buyer failed to secure the required passes and transportation approval and if it caused a delay on the delivery date then the buyer will stay responsible to pay to the Seller the Sellers’ invoices and accrued charges and damages and it shall not affect the obligations of Buyer to pay the full price for the Goods.
If the price of the goods , cost of transportation or the terms of payment are subjected to any change by reason of any law, Governmental Decree, Order, Regulation or other Act, Seller may in its absolute discretion cancel the transaction upon giving fifteen (15) days written notice to Buyer and Seller shall not be under any further obligation to supply and/or deliver the Goods.
Unless otherwise stated on the Quotation or Order Acknowledgement Form Goods are offered for sale in standard packs used by Seller.
Aluminum profiles, PVC Fabric , Steel Profiles , Flooring Sheets , Carpets and all other sold goods and accessories shall not be stored near obvious water sources, steam or water pipes.
Aluminum profiles, PVC Fabric , Steel Profiles , Flooring Sheets , Carpets and all other sold goods and accessories shall be stored in a dry area with reasonable climate control.
Aluminum profiles, PVC Fabric , Steel Profiles , Flooring Sheets , Carpets and all other sold goods and accessories profiles shall not be exposed to direct sunlight.
The storage conditions of the aluminium and steel profiles have a direct impact on the surface quality. Albaddad Capital will not accept any claim arising from damages caused by improper storage and handling at customers end.
If the materials ready for delivery are stored in Albaddad Capital for lack of commitment to payment terms and if the materials are damaged during storage due to any reasons, then Albaddad Capital will not accept any claim related to that. The responsibility lies upon the customer due to delay of noncompliance to the commercial terms.
Albaddad Capital will not entertain any customer complaint after one year from the delivery and installation of the goods .
Seller shall deliver the Goods to Buyer at the place specified in the Contract. Risk of loss, damage or Destruction of the Goods shall pass to Buyer upon such delivery. Seller's delivery obligation and Buyer's obligation to take delivery shall be governed by Incoterms 2000.
If the Buyer fails to receive the ordered Products within the specified period for whatsoever reason not related to the Supplier or causes a delay or obstruction in the transportation process, it shall bear all the consequent expenses such as storage, transportation, and generally any other charges caused by such delay as appearing in the Supplier invoices.
The Seller shall be free to sell or dispose any product which is uncollected or not received by the Buyer if the Buyer fails to take delivery of such products within one month following the delivery date. Such sale or disposal according to this article shall not release the Buyer from the responsibility of the Buyer to pay to the Seller the Sellers’ invoices and accrued charges and damages as set above.
During the time when Seller's delivery equipment is in the possession of Buyer, Buyer shall take care thereof and shall be responsible for and liable to Seller for damages or destruction thereof for any reason whatsoever. All repairs to equipment shall be made with Seller’s prior approval and under the supervision or direction of Seller.
Any delivery date given by Seller to Buyer shall be, and be construed as, an estimate. Seller will make every reasonable endeavor to meet such delivery date, but it shall not be construed as a guarantee, warranty, representation or condition of purchase. Time shall not be of the essence with regard to delivery or completion of the Contract by Seller. The Seller shall not be liable in law, equity or otherwise for any loss or damage (including consequential loss or damage) by reason of any delay in delivery of the Goods or any part thereof, nor shall Buyer refuse to accept delivery, repudiate or cancel the Contract as a result of any delay in delivery. Delay in delivery shall not affect the obligations of Buyer to pay the full price for the Goods.
The Buyer shall take and pay for all the ordered and manufactured products unless such products have not been delivered for a reason attributed to the Seller.
If the Buyer decreases or cancels the agreed quantity before manufacturing, then it shall pay to the Seller 100% of the value of such decreased or cancelled quantity.
Payment by Buyer pursuant to the Contract shall be made in accordance with the terms of the applicable Quotation, Order Acknowledgement Form or invoice.
Any Guaranty or letter of credit or undertaking whether by bank or any third party to make any payment shall not release the Buyer from its obligation to pay any amount arising out of this contract to the Seller and the Buyer shall not be deemed fulfilled such obligation until the Seller receives such payment in full.
If Buyer fails to make payment in full on the due date, the Buyer shall pay and bear all the legal expenses arising out of any claim such as but not limited to the lawyer charges, court fees, damages for delay, etc. Such rights shall be in addition and without prejudice to any other rights Seller may have under the Contract.
In the event that:
a. Buyer is in default in the performance of any of the terms and conditions of the Contract or is in breach or fails to observe any of its duties or obligations under the Contract, or
b. Buyer makes any extraordinary arrangement with its creditors, commits an act of bankruptcy or has execution or distress levied upon any of its assets, or becomes unable to pay its debts, including its debts to the Seller, as they fall due, or
c. Buyer takes any corporate action or other steps are taken or legal proceedings commenced for its winding up, dissolution or administration or for the appointment of a receiver, administrator, manager, liquidator, provisional liquidator, administrative receiver, trustee, or similar officer of it or of any or all of its revenues and/or assets, or
d. A resolution or a petition is presented for the dissolution, winding up or bankruptcy of Buyer, or
e. Buyer ceases to function as a going concern or to conduct its operations in the normal course of business, or
f. Buyer assigns or transfers, voluntarily or by operation of law, any or all of its rights or obligations under the Contract without the prior written consent of Seller.
Seller may in its sole discretion:
a. Decline and/or cease to make delivery of the Goods or any part thereof except against the payment of cash and/or
b. Recall or delay shipments until Seller’s default is cured and/or
c. May treat such default and/or acts of Buyer as a breach of Contract and refusal by the Buyer to accept further deliveries under the Contract and/or
d. Terminate the Contract and thereafter be under no further obligation whatsoever to Buyer and/or
e. Require Buyer to forthwith return the Goods delivered. In the event of the Buyer failing to return such Goods, Seller will have liberty to forthwith enter upon any premises in which the Goods are stored and/or located and take possession of such Goods and remove the same therefrom to Seller’s possession. Buyer shall be liable for all the costs and expenses of whatsoever nature incurred by Seller in taking repossession of the Goods and shall reimburse the Seller all such costs and expenses.
Title in the Goods shall not pass to Buyer until the entire purchase price for the Goods has been received by Seller. Until title passes to Buyer, Buyer shall not sell, dispose of or otherwise deal with the Goods howsoever without the prior written consent of Seller.
Any information contained in Seller's literature including without limitation drawings, recommendations, descriptions, weights, dimensions, demonstrations, price lists, advertisements, shall be construed only as general information and shall not constitute a representation, warranty or offer to sell, nor shall it form part of the Contract. It is acknowledged by Buyer that such prior information has not been relied upon in entering into the Contract.
Seller holds the intellectual property for the sold goods. The Buyer is not entitled to copy or reproduce any of the goods in his custody without a prior written consent from the seller. In case of any infringement to the above, the seller has the right to claim the damages from the Buyer.
Seller undertakes that the Goods furnished hereunder at the time of delivery will meet the
Specifications mentioned in the seller’s quotation if any referred to on the reverse side hereof. Seller
makes no warranty respecting the quality or merchantability of the Goods or their suitability or fitness
for any particular purpose or use.
Buyer shall not in any event be entitled to, and Seller shall not be liable for indirect, special, incidental or consequential damages of any nature including, without being limited to loss of profit, promotional or manufacturing expenses, overhead, injury to reputation or loss of customers. Buyer’s recovery from Seller for any claim shall not exceed Buyer’s purchase price for the Goods irrespective of the nature of the claim whether in contract tort, warranty, or otherwise. No other warranty, express or implied by statute, law or otherwise shall be applicable to the Goods.
All provisional Goods such as Air conditions, lights and any other material shall follow the warranty of the relevant supplier
Buyer agrees to indemnify and hold Seller harmless from and against any and all claims, damages
and liabilities arising, asserted or made by any of Buyer’s customers, employees, agents or third
parties resulting from:
a. Any breach by Buyer, or by any of its employees or agents, of the Contract or any of its warranties, representations, covenants or obligations as provided for in the Contract; or
b. Any negligent act, affirmative act or omissions to act by Buyer, or any of its employees or agents. Buyer at its sole cost and expense agrees to defend any and all claims, actions, suits or proceedings brought against Seller in connection therewith, upon notice of pendency thereof, and to pay and satisfy any and all judgements, costs, attorneys’ fees, awards or recoveries relating thereto.
In the event of the Buyer giving notice of rejection referred to in sub- paragraph 17(1) (a) above, the
Seller shall have the right to inspect the Goods and collect samples for inspection and the Buyer
shall provide access for this purpose forthwith upon Seller’s request. Upon Seller giving its consent in
writing to the return of the Goods, Buyer shall at its cost and risk return the Goods in question to
Seller in accordance with Seller’s shipping instructions.
Upon receipt of the rejected goods by Seller, Seller shall at its option either replace such Goods without cost to the Buyer or refund the purchase price paid by Buyer but not refund any expenses incurred by the Buyer for transportation, import duties or other reasons. Under no circumstances, shall Seller be obliged to refund any amount in excess of the purchase price paid by Buyer.
Should Buyer either:
a. Fail to give written notice of rejection within five (5) days from the date of receipt of delivery or
b. Use or deal with the Goods howsoever, the same will be deemed as an unqualified acceptance of the Goods by Buyer and all and any claims in respect of the Goods will be deemed waived by Buyer.
Seller shall not be responsible or liable for any
a. Defects in the Goods which in the opinion of Seller are the result of (i) misuse of the Goods or negligence on the part of any person other than Seller or (ii) failure by Buyer or Any other person to store, maintain or use the Goods in accordance with Seller’s Instructions or
b. Loss or theft of the Goods or
c. Unauthorized modification, alteration or repair of the Goods or any part thereof. Under no circumstances shall Buyer make any claim against Seller in respect of any Goods rejected or returned by Buyer’s customers or any other third parties for whatsoever reason.
Under no circumstances shall the Seller be liable to Buyer in any sum in excess of the price paid by Buyer for the Goods and it is expressly agreed that the Seller shall not be liable for any damages, Whether direct or consequential.
a. Seller shall not be liable to Buyer for any loss, damage, delay or failure of performance resulting
directly or indirectly from any cause beyond Seller’s reasonable control, including, but not limited
to, wars, industrial dispute, riot, malicious damage, fire, storm, flood, act of God, accident,
nonavailability or shortage of material or labor ,failure by any subcontractor or supplier to perform,
failure of production equipment, any statute, rule, order, regulation, resolution or supervening
illegality made or issued by any concerned government or quasi-government department or
b. In the event of the occurrence of any of the supervening causes, events or circumstances set out in sub-paragraph 19 (a) above, Seller has the right at its option either:
(i) to suspend performance of its obligations under the Contract until cessation of such Supervening cause, event or circumstance and thereafter resume performance of its obligations under the Contract, and in such event, Buyer shall be obliged to pay Seller all sums due under the Contract less a reasonable allowance for such part of the Contract which has not been performed by Seller, or
(ii) discharge itself from further performance of the Contract and thereafter be under no further obligation to Buyer howsoever, in which event Buyer shall be obliged to pay to Seller all sums due under the Contract less a reasonable allowance for such part of the Contract which has not been performed by Seller.
Buyer shall not assign or transfer any rights, obligations or interest under the Contract without the prior written consent of Seller. Any purported assignment or transfer without the prior written consent of Seller shall be void and shall constitute a breach of the Contract on the part of Buyer.
Failure by Seller to exercise any rights under the Contract upon any occasion shall not constitute a waiver of Seller’s rights to exercise the same on another occasion, nor shall such failure excuse Buyer from any of its obligations under the Contract.
If any provision of the Contract should be held to be void, invalid or unenforceable, the validity and enforceability of the remaining provisions shall not be affected. Any void, invalid or unenforceable provision shall be replaced with such new provision which will allow the parties hereto to achieve the intended purpose of the Contract.
a. Any questions, disputes or differences arising between the Parties under the Contract shall first
be mutually discussed amicably between the Parties. In the event of the Parties failing to reach
an amicable settlement in respect of any such questions, disputes or differences, then the matter
shall be referred to arbitration by one arbitrator appointed by the Dubai Chamber of Commerce &
Industry at the request of either parties. The arbitration shall be conducted in accordance with the
Rules of Commercial Conciliation and Arbitration of the Dubai Chamber of Commerce & Industry.
Any arbitral award shall be final and binding upon the Parties. Any award may be made the
subject of an order of any court of competent jurisdiction at the instance of either party.
b. The Contract including these Conditions shall be governed by and construed in accordance with the laws of the United Arab Emirates and the Emirate of Dubai.
These Conditions of Sale and Delivery shall apply to and form part of the Contract and all references
herein to the Contract shall include the terms and conditions set out in these Conditions of Sale and
Delivery. The Contract constitutes the complete and entire understanding and agreement between
Seller and Buyer.
Buyer agrees that by placing an order for Goods, all the above Conditions of Sale and Delivery shall apply to the transaction. If Buyer’s terms and conditions differ from these Conditions of Sale and Delivery, these Conditions of Sale and Delivery shall prevail.