Terms and Conditions
Acceptance: the Customer’s written acceptance of the Supplier’s Quote for the Goods where the Customer accepts the original Quote in its original form without any modification.
AED: United Arab Emirates dirham, the lawful currency of the UAE.
Business Day: a day (other than a Friday or Saturday or public holiday) when banks in Dubai are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 10.3.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from the Supplier.
Delivery Location: the Delivery Location set out in the Quote or such other Delivery Location as the parties may agree in writing.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer’s order for the Goods, as set out in the Customer’s written Acceptance of the Supplier’s Quote.
Payment Extension Application Form: an application for a payment extension period and payment credit limit in the form provided by the Supplier as submitted by the Customer.
Payment Extension Approved Customer: a Customer that has had its Payment Extension Application Form approved by the Supplier.
Quote: the quote submitted by the Supplier in response to the Customer’s Request setting out the Goods that it shall provide, the specified prices, and the estimated period within which such Goods may be delivered.
Request: the Customers written request to the Supplier for a Quote for the Goods.
Specification: any specification for the Goods that is agreed in writing by the Customer and the Supplier.
Supplier: Anchor Marine Equipment Company LLC registered in Sharjah with company trade license No. 18981
UAE: The United Arab Emirates.
Basis of Contract
- These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- The Customer shall issue a Request to the Supplier for a Quote for the Goods. Following this the Supplier may, at its sole discretion, provide the Customer with a Quote. A Quote shall only be valid for a period of 5 Business Days from its date of issue. An Order shall only be deemed to have been accepted by the Supplier when the Customer issues a written Acceptance of the Quote for the Goods, at which point a binding Contract shall come into existence. Following Acceptance, the Customer shall have no right of cancellation with respect to Contract.
- With respect to any Contract, the Supplier may issue an invoice to the Customer at any time following the Customer’s Acceptance of the Quote and the Supplier shall be able to issue a valid invoice prior to the receipt of a purchase order (if any) from the Customer.
- All the provisions of these Conditions, including, without limitation, provisions relating to the governing law, and dispute resolution are hereby incorporated by reference into all Contracts and agreements (as may be amended) between the Customer and the Supplier. Further, the Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
- Any samples, descriptive matter or advertising produced by the Supplier is for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
- To the extent that the Goods are to be supplied in accordance with a Specification supplied by the Customer, the Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
- The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered (“Delivery Note”). The signing of the Delivery Note by the Customer constitutes valid and conclusive proof of delivery.
- Where (i) the Supplier delivers the Customer’s Goods to the Customer’s nominated Delivery Location or (ii) where the Customer collects the Goods from the Supplier’s nominated Delivery Location the time of delivery (“Delivery Time”) shall be (i) the Delivery Time set out in the Quote, or where this is not applicable or amended by the Supplier in writing, (ii) when the Supplier notifies the Customer of the time that the Goods are ready for collection in writing.
- Subject to clause 4.6, delivery is completed upon the completion of unloading or loading of the Goods at the Delivery Location at which point title and risk in the Goods will pass to the Customer.
- Any Delivery Time set out in the Quote is approximate only, may be amended by the Supplier in writing, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods.
- If the Supplier fails to deliver the Goods, or in any other circumstances whatsoever, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a force majeure event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
- Notwithstanding Clause 4.3, if the Customer fails to take or accept delivery of the Goods within (i) 3 Business Days with respect to non-perishable goods, or (ii) 24 hours with respect to perishable goods of the Supplier notifying the Customer of the Delivery Time, the Customer shall be deemed to have accepted delivery of the Goods and the Customer shall have no right to cancel the Contract in this respect.
- If the Supplier delivers up to and including 10% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, a pro rata adjustment shall be made to the Order invoice.
- The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
- The Supplier warrants that on delivery the Goods shall:
- Conform in all material respects with the Specification;
- Be free from material defects in design, material and workmanship; and
- Be of satisfactory quality be fit for any purpose held out by the Supplier.
- By signing the Delivery Note upon delivery of the Goods, the Customer accepts the delivery of the Goods and acknowledges that the Goods delivered are in the condition provided for in the Supplier’s warranties as set out in Clause 5.1 above.
- Except as provided in clause 4.5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
Risk & Title
- The risk and title in the Goods shall pass to the Customer on completion of delivery in accordance with Clauses 4.3 and 4.6 of these Conditions.
Price and Payment
- The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date of delivery.
- The price of the Goods:
- Excludes amounts in respect of any taxes that may be imposed on the Goods by the UAE authorities from time to time which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate; and
- The Supplier may invoice the Customer for the Goods on or at any time on or before the completion of delivery as set out in Clauses 4.3 and 4.6 of these Conditions.
- Subject to Clause 7.6, the Customer shall pay the invoice in full and in cleared funds on or before the date of delivery. Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the essence.
- Notwithstanding Clause 7.4, where the Customer has submitted a completed Payment Extension Application Form to the Supplier and where the Customer has been granted the status of a Payment Extension Approved Customer, the Customer shall pay the amounts due by the earlier of (i) the payment extension period expiration date, or (ii) the payment credit limit being reached. Any such payment extension granted to the Customer by the Supplier is entirely at the discretion of the Supplier, and may be withdrawn at any time by the Supplier immediately at its discretion.
- If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 1% per month. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
- The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
- Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
- The Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 days of that party being notified in writing to do so;
- The Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
- The Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
- The Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
- Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 8.1(a) to clause 8.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
- Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment.
- On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest.
- Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
- Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
Limitation of Liability
- Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
- Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
- Fraud or fraudulent misrepresentation; or
- Any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
- Subject to clause 9.1:
- The Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
- The Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.
- Assignment and other dealings:
- The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
- The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
- Entire agreement:
- This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
- Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
- Variation: No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
- Waiver: A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
- Waive that or any other right or remedy; nor
- Prevent or restrict the further exercise of that or any other right or remedy.
- Severance: If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
- Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by next working day delivery service, commercial courier, or email.
- A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 10.6(a); if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission.
- The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
- Third party rights: No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.
- Anti-corruption: The Customer acknowledges and agrees that it has policies in place to ensure that, to the best of its knowledge, it is in compliance with applicable anti-bribery and anti-corruption laws and regulations, including the Foreign Corrupt Practices Act of 1977.
- Governing law: The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of the Dubai International Financial Centre (DIFC).
- Jurisdiction: Each party irrevocably agrees that the courts of DIFC shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.