In this document the following words shall have the following meanings:
“GRP” means Giant Reinforced Plastic Industries Ltd.
"Buyer" means the organization or person who buys any goods/products from GRP
“Goods/Product” means the articles to be supplied to the Buyer by GRP
“Quotation” means the price list sent by GRP to the Buyer, along with these Standard Terms and Conditions of Sale & Warranty “Invoice” means the invoice for the Goods/Product along with the payment terms as mentioned therein for payment of the order “PO” means Purchase Order(s).
These Standard Terms and Conditions of Sale & Warranty shall be applicable to all Quotation(s) made, and PO(s) accepted by Giant Reinforced Plastic Industries Ltd. (“GRP”). In the event these standard terms and conditions of sale, in some instances, conflict with the terms and conditions affixed to purchase orders or other procurement documents issued by Buyer. In such case, the terms and conditions contained herein shall prevail.
GRP’s acceptance of any purchase order of Buyer is strictly conditioned upon Buyer’s acceptance of these Standard Terms and Conditions of Sale and Warranty Conditions. In the absence of an express written or electronic acknowledgement or acceptance hereof, the Buyer shall be conclusively and irrevocably deemed to have accepted these Standard Terms and Conditions of Sale & Warranty upon any of the following by Buyer, its agents or representatives: transmission to GRP, its agents or representatives of any order for GRP Goods/Products or services, or acceptance of or payment for any Goods/Product or service covered hereby. GRP’s failure to object to any provision contained in any communication from Buyer shall not be deemed a waiver of any provisions hereof. Any changes in the terms and conditions of sale contained herein, or in any document or agreement referred to herein, must be specifically agreed to in a writing signed by an authorized officer of GRP, before it is binding on either party. No order will be binding upon GRP unless and until accepted in writing on GRP’s behalf by an authorized official of GRP at its Office at Sharjah, United Arab Emirates. GRP may accept or reject any order at GRP’s sole discretion.
Any Quotation provided by GRP will be valid for the duration stated in the quotation. If no duration is stated, such quotation will be valid for 30 days. Advertised prices are in the currency indicated by GRP, if no currency is indicated default currency is United Arab Emirates Dirham and exclude shipping, handling and taxes, unless otherwise noted. Pricing is subject to change without notice. Goods/Product availability may be limited. Goods/Product(s) may not be available for immediate delivery. For all prices, Products and offers, GRP reserves the right without liability or prior notice to Buyer, to make adjustments due to changing market conditions, Product discontinuation, manufacturing price changes, errors in communications and other extenuating circumstances, and may modify or substitute Goods/Products and components of similar functionality and specifications prior to shipping / delivery.
All payments shall be made by the Buyer as per the terms and conditions as stated under the Invoice and or Quotation raised towards the Buyer. In the event of cash purchase transaction, as agreed by GRP under its discretion, the Buyer shall arrange for payment at the time of delivery of the Goods/Products or collection of the same by the Buyer.
The Payment may be made in the form of down payment under the sole discretion of GRP, as stipulated under the Invoice and or Quotation.
Late payments shall accrue interest at the rate of Two percent (2%) per month from the date of intimation to the Buyer of the readiness of the Goods/Products, on a pro rata basis, or from the due date of payment as specified under the Invoice/Quotation raised towards the Buyer under the sole discretion of GRP, on a pro rata basis, or the highest interest rate allowable by applicable law, whichever is higher. Buyer shall pay all of GRP’s costs and expenses (including reasonable collection charges and full attorney’s fees) to enforce and preserve GRP’s right to collect all amounts payable by Buyer to GRP. In addition, in the event that Buyer becomes delinquent in the payment of any sum due to GRP, GRP shall have the right to suspend performance under any order until such delinquency is corrected. Partial shipments made under any order shall be treated as a separate transaction and payment thereof shall be made accordingly. In the event of any default by Buyer, GRP may decline to make further shipments without in any way affecting its rights under such order or any other orders or agreements between GRP and Buyer. The Buyer shall be responsible and assumes all risk for unloading the Goods/Products at the point of delivery. Further the Buyer shall be responsible and assumes all risk for the loading of the Goods/Products when the same is ready for collection by the Buyer.
GRP may at its sole discretion assign a credit limit to the Buyer’s account for the purchase of the Goods/Products and the Buyer may avail the benefit of such assigned limit, until such time the assigned credit limit has not been revoked/revised under prior written notice of 7 days by GRP. On revocation of the assigned credit limit all amounts due and owning by the Buyer to GRP shall be payable, within a period of 10 days of receipt of notice of revocation. The Buyer expressly agrees that it shall not exceed the credit limit assigned, however in the event the assigned credit limit is exceeded by the Buyer, GRP shall at its sole discretion hold delivery/collection of any future/existing Goods/Products until such time the outstanding amounts due in excess of the credit limit are brought below the Buyers assigned credit limit.
Any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any government authority, on or measured by the transaction between GRP and Buyer shall be paid by Buyer in addition to the price quoted or invoiced. In the event GRP is required to pay any such tax, fee or charge, Buyer shall reimburse GRP therefor or, in lieu of such payment, Buyer shall provide GRP at the time the Contract is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.
All taxes, charges, levies, assessments and other fees of any kind imposed on the purchase or import/export of GRP Products shall be the responsibility of, and for the account of, the Buyer.
Applicable on all taxable supplies in the Unit ed Arab Emirates and Kingdom of Saudi Arabia as per Federal Decree - Law No.(8) of 2017 on Value Added Tax ("The VAT Law”) of the United Arab Emirates effective 1st January 2018
VAT is a consumption tax which will be charged at the standard rate of 5% on all goods and services in the United Arab Emirates and Kingdom of Saudi Arabia except those which are specifically zero-rated or exempted.
All sums payable under this agreement or otherwise payable by any party to any other party under this agreement shall be paid together by the Buyer with value added tax at the applicable rate in respect of any such payments following the receipt of a valid tax invoice/s issued by GRP which is/are complaint with Article 65 of the UAE VAT law read with the applicable VA T regulations.
If Buyer is registered with Federal Tax Authority of United Arab Emirates or General Authority for Zakat and Tax of Kingdom of Saudi Arabia and able to recover any VAT levied by GRP as an input tax credit, Buyer is responsible to provide GRP its Tax Registration Number (TRN) to mention on GRP invoice/s.
It is the policy of GRP to issue valid tax invoice/s to Buyer with GRP’s TRN 100327038400003 in order to recover any VAT incurred in relation to the goods and/or services acquired by the Buyer.
Where Buyer is required by this agreement to reimburse or indemnify GRP for any cost or expense, the Buyer shall reimburse or compensate GRP for the full amount of the cost or expense, including any applicable VAT on that amount.
All Goods/Products are manufactured post the design(s) and specification(s) approval by the Buyer and therefore any change in specification, designs and or any other changes shall not be accepted unless approved in writing by GRP. The Buyer expressly agrees that any change/ modification of the Goods/Products requested by the Buyer, which are agreed to by GRP, shall be subject to additional costs and expenses which shall be solely attributed to the Buyer. Notwithstanding anything contained in this clause 6, once the Goods/Products are in the stage of manufacturing, and GRP and the Buyer are not in mutual agreement to the additional expenses for modification/change of the Goods/Product, then in such case and in any event, the Buyer shall always remain liable to pay for the entire cost of the original order made by the Buyer which was agreed for, without any modification/change.
Shipment of goods will be made FOB GRP’s facility (Ex Works for international shipments) per INCOTERMS 2010, unless otherwise confirmed by GRP in writing.
EXW - EX Works (INCOTERMS 2010) - Risk passes to buyer including payment of all transportation and insurance cost from the seller's door. Used for any mode of transportation.
FCA - Free Carrier (INCOTERMS 2010) - Risk passes to buyer including transportation and insurance cost when the seller delivers goods cleared for export to the carrier. Seller is obligated to load the goods on the Buyer's collecting vehicle; it is the Buyer's obligation to receive the Seller 's arriving vehicle unloaded.
Delivery dates are approximate and is based, among other things, on the timely receipt of the PO, down payments (if applicable), full and final technical information along with approval of the engineering drawings from the Buyer. In no event shall GRP be liable for any claims for labor or for any special, indirect, incidental, punitive or consequent ial damages including, but not limited to, demurrage charges, downtime, lost profits, lost sales, or any other damages resulting from delay in delivery. Acceptance of Goods/Products by Buyer shall constitute a waiver by Buyer of any claim for damages on account of delivery delay. Unless otherwise agreed in writing, delivery of the Goods shall take place at the date specified by GRP on, or as close as possible to the date required by the Buyer. The Buyer shall make all arrangements necessary to take delivery of the Goods/Products whenever they are tendered for delivery, and further the Buyer expressly agrees that in no event shall the delay in delivery of the Goods/Product result in cancellation of the PO.
If GRP is unable to deliver the Goods/Products (including non -collection of Goods/Product by Buyer) because of actions or circumstances under the control of the Buyer, then GRP shall be entitled to place the Goods/Products in storage until such times as delivery may be effected and the Buyer shall be liable for any expense associated with such storage. Once the Goods/Products have been placed into storage as aforementioned then GRP may at its sole discretion, invoice the client for the entire value of the finished Goods/Products placed in storage. In any force majeure event, applicable on GRP in regards to manufacture and or delivery of the Goods/Products, GRP shall notify the Buyer prior to the delivery date agreed, however any such delay shall not in any event render the order made for the specific Goods/Products cancelled. Where delivery of the Goods/Products are made to a destination other than as had been agreed, then in such event extra charges for change in location may be applicable under the sole discretion of GRP. GRP shall not be liable for damage to any movable part of the Goods/Products, which are caused during transit to the Buyer’s location.
The Buyer expressly agrees to take delivery/ collect the Goods/Products at the intimation of the GRP within a period of 30 days from the date of Manufacture, thereafter the Buyer shall be liable for extra cost for storage and handling of the Goods/Products and the cost for such storage shall be calculated on a daily basis, for each day the Goods/Products remain in storage. Further any ancillary costs, which include but are not limited to r e-packaging costs, shall be borne by the Buyer. The Buyer expressly agrees that it shall not dispute the rates for storage and repackaging of the Goods/Products, which shall be intimated/notified to the Buyer by GRP on a monthly basis, i.e. via email and/or fax and/or registered post. The Buyer understands and agrees to make payment of all outstanding storage costs and ancillary costs, applicable to the Buyer prior to collection of the Goods/Products placed in storage.
The Buyer expressly agrees to conduct its pre- delivery inspection within a period of seven (7) days of notice by GRP to the Buyer of the Goods/Products being ready for such inspection. The Buyer understands and agrees that the failure to inspect the Goods/Products within the aforementioned period of 7 days shall exempt GRP of any future liabilities/claims that the Buyer may have in regards to the Goods/Products supplied.
Once the purchase order for the Goods/Products has been accepted by GRP then in no event shall the order be cancelled by the Buyer, unless agreed in writing by GRP. Any cancellation by the Buyer of an agreed order shall render the Buyer liable to GRP for the entire order cost as agreed at the outset of such order.
Buyer agrees to defend, indemnify and hold GRP (and its agents, representatives, employees, officers, related companies, successors and assigns, and customers) harmless from all claims, demands, actions, damages, and liabilities (including attorney’s fees and consequential and incidental damages) arising out of any injury (including death) to any person or damage to any property in any way connected with any act or omission of Buyer, its agents, employees, or subcontractors.
Risk of loss of or damage to the Goods/Products shall pass to Buyer at the time the Goods/Products reach the delivery point agreed to between the parties, unless a different delivery point is specified and agreed to in writing by GRP, then in such case the risk of loss or damage shall pass to the Buyer upon delivery of the Goods/Products to the new delivery point. GRP shall not be liable for any loss of any kind to Buyer arising from any damage to the Goods/Products occurring after the risk has passed to Buyer however caused, nor shall any liability or obligation of Buyer to GRP be diminished or extinguished by reason of such loss. The right title, interest and ownership of the Goods/Products passes to the Buyer subject to the full payment of the Goods/Products being received by GRP.
It is hereby expressly stated that GRP is the manufacturer of the Goods/Products and is not the installer of such products and therefore disclaims all liability towards the installation of any Goods/Products. Any claims under warranty, fitness for purpose and or any other head arising out of the installation of the Goods/Products shall not be entertained by GRP. However, the forgoing may not be applicable where GRP at its sole discretion provides installation services for the Goods/Products at a higher cost as agreed mutually between the parties. In any event GRP shall not be liable for repairing of the Goods/Products at the place where such products have been installed by the Buyer or any third party, unless agreed in writing prior to the inst allation the Goods/Products.
If during the warranty period, Buyer notifies GRP of a defect , GRP shall, at its option , repair or replace the defective Goods/Products. Buyer shall bear the cost of freight for the repaired/replaced, to be repaired/ to be replaced Goods/Product to and from GRP’s plant/factory and in all events any repair shall be carried out at the GRP’s designated premises. Goods/Products that are not warranted are items that are subject to normal wear and tear, such as, but not limited to, [Hinges, Tie Rods, Handle Type Locks and Heavy Duty Locks]. In addition, contact points or wear surfaces or any consumable or perishable items shall not be warranted. If materials have been added to the goods or if any part has been modified by Buyer without the consent or knowledge of GRP or if the Goods/Products designed purpose is changed during the warranty period, or if the Goods/Products have been misused or negligently operated or maintained by Buyer or if goods have been damaged by a process that would cause an adverse reaction, then this warranty is void, and GRP is released from all liability and responsibility under these terms of sale. The Buyer expressly disclaims any and all forms of liability towards the fitments which may include, but are not limited to the following i.e. [Bolts, Nuts, Washers, Silicone Sealing, Galvanizing and Chroming] added to the Goods/Products sourced from third parties, in compliance to the requirement of the Buyer. For the Buyer to make a claim for warranty of the Goods/Products it shall comply with the following:
GRP’s liability to Buyer shall cease once any modifications, assembly or any other work has been undertaken by Buyer or any third party with respect to the Goods/Products sold. The sale Goods/Products is expressly limited to the terms and conditions stated herein. Any different or additional terms contained in any of Buyer’s forms are hereby deemed to be a material alteration and notice of objection to them is hereby given. The Buyer understands, agrees and acknowledges that the service period as may be mentioned by GRP, does not and shall not constitute/ or be considered to be the warranty period but is rather an estimate as to the life of the Goods/product, which shall in no event be confused with the repair period under warranty.
Buyer agrees to accept the limits of liability as expressed in this statement to the exclusion of any and all provisions regarding statements of liability on Buyer’s own invoices, purchase orders and/or other documents. If Buyer desires other terms of liability to be in force and effect, the other terms of liability must be agreed to in writing and signed by an authorized signatory of GRP. In such event, a different charge for GRP’s Goods/Products or services, reflecting the higher risk to GRP, shall be agreed to by Buyer and GRP.
GRP shall be under no liability for any delay or failure of the Goods/Products to perform in the event that the manufacture, supply or delivery of the Goods is prevented or delayed by any act or circumstances beyond the GRP’s reasonable control, including but not limited to an Act of God, legislation, water/flood, fire, draught, failure of power supply, blackout, strike, embargo, or other action taken by employees in contemplation of furtherance of a trade dispute or owing to any inability to procure materials required for the performance of the agreement.
The Buyer shall not assign any benefit without the consent in writing of GRP, which will not be unreasonably withheld.
Any dispute under these Standard Terms and Conditions of Sale & Warranty shall be subject to the applicable Laws of United Arab Emirates, more specifically applicable in the Emirate of Dubai.
The clause headings used in these Standard Terms and Conditions of Sale & Warranty are exclusively for reference purposes and in the interpretation of the subject clause the applicable clause title shall not act to limit, alter or otherwise affect the content of the clause.