1.1 In these conditions:
1.2 “Polyfab” shall mean “Polyfab Plastic Industry LLC”;
1.3 the word “person” shall be deemed to include a corporation, words importing the singular or plural number shall be deemed to include the singular or plural number respectively and words importing the masculine gender only shall include the feminine or neutral gender as the case may require;
1.4 “Goods” shall mean Goods agreed to be supplied or supplied by Polyfab to the Customer;
1.5 “Customer” shall mean a person who purchases the Goods or a person to whom a quotation for supply of the Goods is submitted.
2.1 Deliveries and services of Polyfab shall only be effective according to the following Standard Terms and Conditions of Sale unless the parties have provided otherwise in an individual contract. Our services and deliveries are provided exclusively on the basis of these General Terms of Delivery. We do not recognise conditions of the customer which contradict, differ from or are additional to our own, unless we have expressly consented to their validity in writing. These General Terms of Delivery also apply if we unreservedly conduct the delivery/service to the customer in the knowledge of conditions of the customer which contradict, differ from or are additional to our own.
2.2 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of an offer, invoice or other document of information issued by seller shall be subject to correction without any liability on the part of seller.
2.3 The provisions of these Standard Terms and Conditions of Sale shall exclusively apply to merchants in the course of business only.
3.1 Offers of Polyfab shall not be binding and are merely invitations to place binding orders with Customer.
3.2 A contract is only concluded if an order of Customer has been accepted by seller by issuing a corresponding confirmation of the order. A confirmation of the order which deviates from the order submitted by Customer is deemed to be a new offer of Polyfab.
3.3 Any specification, sales literature, quotation etc. shall be strictly confidential and must not be made available to third parties.
3.4 Customer shall be responsible for the accuracy of any order submitted by Customer. Customer shall also be responsible for giving Polyfab any necessary information relating to the goods within a sufficient time to enable seller to perform the contract in accordance with its terms.
3.5 In case the goods are to be manufactured or to be processed by seller in accordance with a specification submitted by Customer, Customer affirms that those specifications are free from any third parties’ rights. Any infringement of a copyright, design, trade mark, the right to use a name or any other infringement of third parties’ rights resulting from seller’s use of Customer’s specifications shall be borne by Customer. In case Customer is responsible for the breach of duty Customer shall indemnify Polyfab from any claim or title. In this case Customer shall indemnify Polyfab from the entire costs of defence or any other losses, damages, costs and expenses resulting from the claims asserted against seller by third parties as a result of the infringement of the above mentioned rights.
3.6 Polyfab reserves the right to make any changes in the specification of the goods which are required to conform to any applicable statutory requirements or, where the goods are to be supplied to Customer’s specification, which do not materially affect their quality or performance provided that these deviations are customary.
4.1 Prices agreed for delivery within a certain delivery period or for a certain day shall only be valid for such delivery period or day.
4.2 Polyfab reserves the right, by giving notice to Customer at any time before delivery, to increase the price of the goods in order to reflect an increase in the costs due to any factor beyond the control of Polyfab (such as foreign exchange fluctuation, currency regulation, alteration of duties).
4.3 Except as otherwise stated within the order confirmation of Polyfab, and/or unless otherwise agreed in writing between Customer and Polyfab, all prices are given by Polyfab on an “ex works basis”. In case Polyfab agrees to deliver the goods otherwise than at the Polyfab’s premises, Customer shall be liable to pay Polyfab’s charges for transport, packaging and insurance.
4.4 Prices are exclusive of any applicable value added tax (VAT). VAT will be charged additionally in accordance with the statutory VAT rate valid at the time of issuing an invoice.
5.1 Polyfab shall issue a tax invoice for the goods and the Customer shall pay for all goods delivered based on the payment terms agreed.
5.2 All payments shall be made in UAE currency. Where Polyfab has agreed to give the Customer credit, payment shall, unless otherwise stated in its acceptance or order, be made by the Customer within thirty (30) days of the date of delivery of the Goods. Polyfab may at any time without notice withdraw any credit facility and require payment upon an order being placed. All approvals to the granting of credit shall be in writing signed by authorised officer of Polyfab or their duly authorised representative and, unless approved in such manner, credit shall not be deemed to have been given to a Customer for the purposes hereof.
5.3 If a payment due by the Customer is not made within thirty (30) days of the date due for payment, Polyfab shall without further notice to the Customer be entitled to charge interest on the monies so due on and from the expiration of the thirty (30) day as aforesaid at the rate of 6% per annum. Time is of the essence so far as payment of monies owing by the Customer to Polyfab is concerned.
5.4 Credit extended to the Customer for goods sold will be made in accordance with any written agreement between the Customer and Polyfab or, if none, in accordance with the terms of credit as maintained by Polyfab at the time the Customer’s account was established (as subsequently altered by Polyfab). In all other respects these terms and conditions will apply.
5.5 The Customer shall pay any legal costs (on a solicitor/client), stamp duties and other expenses payable on these terms and conditions or any credit application, guarantee or other security documents signed by the Customer together with any collection costs or dishonoured cheque fees.
5.6 Polyfab may withdraw the Customer’s credit facilities at any time or vary the Customer’s credit limit, and shall provide the Customer with notice accordingly.
6.1 Polyfab reserves the right to discontinue the manufacture of; or change or modify the design and/or construction of, the products sold pursuant to these Terms without incurring any obligation to Customer except a refund for money previously paid for products that are discontinued or modified. 6.2 No products may be returned without Polyfab’s prior written approval, which may be withheld in Polyfab’s sole discretion. If accepted, all products must be returned in saleable condition and Customer must pay a handling charge, transportation charges and any costs incurred by Polyfab to place returned products in saleable condition (if not returned in saleable condition).
6.3 Upon Polyfab’s request, Customer must return to Polyfab all products for which a refund is made.
6.4 Orders placed with and accepted by Polyfab may not be cancelled or modified except upon Polyfab’s written consent prior to shipment and Customer’s acceptance of Polyfab’s cancellation and modification charges.
6.5 Special or non-standard orders are not subject to cancellation or modification except on Polyfab’s specified terms.
7.1 Polyfab warrants that the goods delivered are free of defects, have the promised characteristics and meet Customer requirements.
7.2 Customer must inspect the goods for any deviations in quality or quantity within a reasonable period of time; complaints must be sent to Polyfab in writing without delay as soon as problems are identified in the normal course of business. Polyfab waives the right to object to delayed notification of defects.
7.3 Customer is entitled to statutory claims for defects without restriction; Customer is always entitled to demand delivery of a new item from the supplier at its discretion.
7.4 Polyfab is entitled to remedy defects itself at own expense.
7.5 Other mandatory provisions of delivery recourse remain unaffected.
7.6 No Violation of Legal Norms
Polyfab warrants that the performance of individual purchase contracts will not result in any legal violations, in particular with regard to compliance with laws, regulations or other provisions of any official authority.
7.7 Warranty for Defects of Title
Polyfab warrants that all objects subject to purchase contracts are in its full ownership and that there are no conflicting third-party rights (such as liens, other creditors’ rights based on the assignment of claims or other credit securities, sale of claims, hire purchase, conditional sale, etc.).
8.1 In no event shall Polyfab’s aggregate liability arising out of or related to this agreement, whether arising out of or related to breach of contract, tort (including negligence), or otherwise, exceed the total of the amounts paid to seller for the goods sold hereunder.
8.2 In no event shall Polyfab be liable to Customer or any third party for any loss of use, revenue or profit or diminution in value, or for any consequential, indirect, incidental, special, exemplary, or punitive damages whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damages were foreseeable and whether or not seller has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose.
9.1 Customer agrees to indemnify, defend and hold harmless Polyfab, its agents, representatives, employees, officers, affiliates, successors, assigns and customers against any third party claim and damages arising out of:
9.1.1 patent infringement arising from compliance with Customer’s designs, specifications or instructions;
9.1.2 any injury (including death) to any person or damage to any property in connection with any act or omission of Customer, its agents, employees, or subcontractors; and
9.1.3 any pollution, contamination, or other loss or damage to the environment or natural resources arising in connection with any products or services ordered by Customer and provided by Polyfab, regardless of cause, including without limitation Polyfab’s negligence, strict liability, or other act or omission and will pay all attorney’s fees, costs and expenses of every nature incurred in such defence. 9.2 Customer agrees to maintain Worker’s Compensation and Comprehensive General Liability insurance, including property damage coverage, as required by Polyfab and will provide insurance certificates upon request.
10.1 Customer shall comply with all applicable laws, regulations and ordinances.
10.2 Customer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement.
10.3 Customer shall comply with all export and import laws of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by Customer.
10.4 Customer assumes all responsibility for shipments of Goods requiring any government import clearance. If the products ordered will be exported from the United Arab Emirates, the quoted shipping dates are subject to receipt of all export documents and authorizations. Regardless of the ultimate destination, the prices quoted are based on packing for domestic shipment unless otherwise stated in writing.
10.5 Customer agrees to provide Polyfab in writing the ultimate destination and identity of the end-user prior to shipment if the products are to be exported.
10.6 All products must be exported from the United Arab Emirates in accordance with applicable export laws and regulations.
10.7 Seller may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods.
11.1 No waiver by Polyfab of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Polyfab.
11.2 No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof.
11.3 No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
11.4 These Terms may only be amended or modified in a writing stating specifically that it amends these Terms and is signed by an authorized representative of each party.
12.1 Customer agrees that all technical, business, financial and other confidential or proprietary information provided by Polyfab is confidential and may not be disclosed without Polyfab’s prior written consent.
12.2.1 must use its best efforts (but in any event not less than those employed for safeguarding its own proprietary information, provided those efforts are reasonable) to keep such information confidential;
12.2.2 will not, except as specifically authorized in writing by Polyfab communicate the confidential information, or any knowledge that it is imparted through examining or working with such confidential information, to any third party or any employee, agent, or consultant of Customer, unless such employee, agent, or consultant reasonably requires access to the confidential information and has undertaken an obligation to maintain its confidentiality; and
12.2.3 will not use the confidential information to compete directly or indirectly with Seller; for its own account or purpose; to interfere with any actual and/or proposed business of Polyfab; or for any purpose other than the purchase of the products.
12.3 Nothing in these Terms will restrict the use of information available to the general public.
13.1 Polyfab shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Polyfab including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
13.2 In the event of such delay, the completion date will be extended for a period equal to the time of such delay.
13.3 Polyfab may terminate any contract without liability by written notice to Customer if a delay in delivery or performance resulting from the foregoing events will continue for at least 60 days or if the manufacture or sale of goods is or becomes technically or economically impractical.
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