Terms & Conditions
Cencom International Ltd. (The Seller) only accepts sales contracts subject to these Terms & Conditions. All such sales are expressly conditional on assent to these terms and conditions by the seller, which may only be modified in writing by the parties.
The seller submits quotation without any obligations unless explicitly stated otherwise.
The prices quoted are valid for one day from the date of the quotation in all cases unless explicitly stated otherwise.
The seller can’t be held accountable for printing, material and/or calculations errors in a quotation.
Insofar as this is not expressly stated otherwise in the quotation, an agreement shall only come into effect after the seller has accepted the order in writing. An agreement with the buyer can only come into effect after the seller has sent an order confirmation.
By sending purchase order, accepting or filling sales contract of, the buyer agrees as follows:
II. WEIGHT & QUALITY
The Product shall be inspected at the load port for quality and quantity by an independent surveyor appointed by the Seller. Unless otherwise agreed in another provision of this Contract, the cost of inspection shall be borne by the Seller. The bill of lading quantity shall be the quantity determined by the Load Port Inspector which, unless otherwise agreed in writing, shall be the invoice quantity. The findings of the Load Port Inspector as to quantity and quality shall be final and binding on both parties.
1) The total price of the products which the buyer undertakes to pay to the seller shall be as detailed in the Proforma invoice for the quantities set out in Annex 1.
2) Every payment of financial obligation under this contract will be invoiced in AED at an exchange rate of 1 USD = AED 3.67
3) If the buyer fails to pay the price at the agreed time the seller may ,at his own discretion extend to the buyer additional period of time of 14 days for performance of the payment. If the buyer fails to pay the price at the expiration of the additional period, the seller may declare this contract in default.
IV. PAYMENT TERMS:
V. Notwithstanding anything contained in any other agreement to the contrary, all payments will be made without discount, deduction, set-off or counter-claim for amounts owed by the Sellers to the Buyers or to any third party (including without limitations, amounts owed by or to any affiliate of either party). If payment is due on a day on which the Seller's designated bank is not open for business, payment is to be made on the preceding banking day. If, in the Seller's judgment, the Buyer's credit shall appear impaired at any time, the Seller may alter credit terms or require satisfactory assurance of payment or prepayment. Payment shall be deemed made once received in immediately available funds in Sellers designated bank account.
VI. TITLE & RISK:
Risk of loss shall pass from the Seller to the buyer when the product has been placed on board the vessel at load port. Title shall pass from the Seller to the Buyer either (a) when the Seller has received full payment for the goods; or (b) if payment is by letter of credit, when documents have been accepted by the issuing or confirming bank and such payment is assured. Buyer shall pay all costs relating to the goods after loading. The Buyer shall be deemed to be the cargo owner for purposes of general average or salvage and shall provide any general average or salvage security that may be required.
1. The seller shall deliver the products FOB unless otherwise agreed in the Proforma Invoice.
2. The seller undertakes to deliver the products in conformity with standards approved by the Standards and Metrology Authority.
3. If the seller fails to deliver the goods at the agreed time. The buyer shall extend to the seller an additional period of time of 20 working days for performance of delivery. If the seller fails to deliver the products at the expiration of the additional period, the buyer may declare this contract in default.
Seller's liability shall be excluded as far as permissible by law. Under no circumstances shall the Seller (or any of its affiliates) be liable for any special, indirect or consequential damages. In any case the Seller's liability shall be limited to the purchase value of the goods sold and purchased under this Contract. Notice by the Buyer of claims as to product delivered shall be made immediately after discharge and under any circumstances before the product is used. Notices by the Buyer of claims for short shipment of product must be received by the Seller not later than 15 days after the last contractual day of the Shipment Period. In either case, if the Seller has not received such notice within such time, the Buyer shall be deemed to have waived all claims in respect thereto, and such claims shall be forever barred.
IX. FORCE MAJEURE:
No failure or omission to carry out or to observe any of the terms, provisions or conditions of this Contract shall give rise to any claim by one party hereto against the other, or be deemed to be a breach of this Contract if the same shall be caused by, or arise out of, war, hostilities, sabotage, blockade, revolution, or disorder; expropriation or nationalization; cutoff of gas supplies to facilities for the production of the product; disruption of rail or pipeline transportation of product to the load port, and consequent delays; breakdown or damage to storage, pipeline or loading facilities; prevention of loading by terminal or port authorities; embargoes or export restrictions; acts of God, fire, frost, earthquake, storm, lightning, tide, tidal wave or perils of the sea; accidents of navigation or breakdown, delay, injury to or arrest of vessels; accidents to or closing of harbors, docks, straits, canals or other assistances to or adjuncts of shipping or navigation; strikes, lockouts or other labor disturbances; or any other events, matter, or thing wherever occurring, of the same class or kind as those above set forth, which shall not be reasonably within the control of the party affected thereby and which by due diligence such party is unable to prevent or overcome ("Force Majeure"). For the avoidance of doubt and notwithstanding above, any change of applicable sanction regimes and/or export controls and regulations affecting the Seller's ability to source product sold under this contract shall equally be considered an event of Force Majeure on the side of the Seller. The party claiming Force Majeure shall notify the other party as soon as possible but latest within 5 working days after the claiming party has notice thereof; and both parties will then jointly use their best efforts to minimize any possible resulting waiting time and/or damages and/or costs. If Force Majeure affects the Seller, the Seller may, at its option, exercise by notice to the Buyer within a reasonable time, either: (a) cancel from this Contract any quantities which have not been delivered due to Force Majeure, without affecting the balance of this Contract, or (b) deliver such quantities in one or more lots, after the Seller deems the effect of Force Majeure to have ended, on the same terms as set forth in this Contract. If, by reason of Force Majeure, there is a curtailment of or interference with the availability of any product from the source of supply nominated by the Seller for a specific shipment, Seller will be free to withhold, reduce, suspend or cancel deliveries hereunder to such extent as Seller deems appropriate, and Seller will not be required to acquire by purchase or otherwise additional quantities from other suppliers. Notwithstanding the foregoing provisions of this clause, Force Majeure shall not include occurrences arising out of the acts of any government or instrumentality which owns, directly or indirectly, any interest in the party claiming Force Majeure. Notwithstanding any of the foregoing provisions, the Buyer shall not be relieved of any obligation to make payment for product that has been delivered in accordance with this Contract or to pay for demurrage and detention with respect to vessels chartered and/or loaded before a Force Majeure situation as defined above. Also the foregoing provisions of this Clause shall have no application to the running of lay time or Buyer's liability for demurrage which are governed solely by Clause 9 and IS. Should an event of Force Majeure occur after the fixture of a performing vessel but prior to loading of the vessel from the nominated load port, the Seller shall be entitled to cancel the charter party of the nominated performing vessel, reschedule the lifting, arrange for a substitute fixture, arrange for deviation or alternative employment of the vessel, or take such other measures as it deems appropriate, and any damages or other costs that may be incurred by the Seller in doing so shall be borne by the Buyer. Should an event of Force Majeure occur after the performing vessel has lifted the Buyer's cargo, the Seller shall have the option, in order to mitigate waiting time and damages, to discharge the cargo at a port or ports other than the port mentioned in the Contract, and will inform the Buyer accordingly. The price of the cargo shall, in any event, be increased or decreased by any increase or decrease in freight or expenses incurred by the Seller in connection with the voyage, including, but not limited to demurrage, damages for detention, taxes or dues, minus any costs saved.
X. APPLICABLE LAW:
Any questions relating to this contract that are not settled by the provisions contained in the contract itself shall be governed by the applicable national law of the country where the Seller has his place of business.
4W-A OFFICE NO 515 DAFZA P.O. Box 293744
DUBAI - UNITED ARAB EMIRATES
Fax: + 97142146138