General Terms and Conditions (GTC) for Commercial Activity of Uzin Utz Middle East Trading LLC, Dubai, United Arab Emirates

1. Scope of application
1. All deliveries, services and offers of Uzin Utz Middle East Trading LLC, a company incorporated under the laws of the United Arab Emirates with its registered office in Dubai, UAE (hereinafter referred to as the “Company”), shall be based exclusively on these General Terms and Conditions (“GTC”). They form an integral part of all contracts which the Company concludes with its contractual partners (hereinafter referred to as “Customers”) for the deliveries or services offered by it. They also apply to all future transactions with the Customer, even if they are not agreed upon separately.
2. These GTC apply only to Customers who are acting in the course of their trade, business or profession (business customers / B2B). They do not apply to consumers.
3. The Company supplies goods and services exclusively to business customers. The Customer confirms that it is not dealing as a consumer under applicable UAE consumer protection laws.
4. Unless otherwise individually agreed in writing, these GTC shall apply exclusively to all legal transactions. The Customer acknowledges them by placing an order or accepting a delivery. Deviating terms and conditions or counter-confirmations by the Customer which have not been expressly acknowledged in writing by the Company are not binding, even if the Company does not expressly object to them.

2. Advice
1. As product- and service-related advice, the advice provided by the Company extends exclusively to the products and services created or supplied by the Company.
2. The Company will only provide further advice to the Customer if this is expressly requested. Failure to make statements does not constitute advice.

3. Offer and conclusion of contract
1. Offers, quotations or proposals issued by the Company are non-binding and without obligation, unless they are expressly marked as binding or contain a defined acceptance period. Such documents are generally deemed to be an invitation to the Customer to submit an offer and only become binding upon written confirmation by the Company.
2. Information contained in brochures, catalogues and technical documents is not binding; in particular, it does not release the Customer from the obligation to carry out its own checks and tests.
3. Information provided by the Company concerning the subject matter of the delivery or service (e.g. weights, dimensions, performance values, load-bearing capacity, tolerances and technical data) as well as representations thereof (e.g. drawings and illustrations) are only approximate unless the usability for the contractually intended purpose presupposes exact conformity. They are not guaranteed characteristics of quality, but descriptions or identifications of the delivery or service. Deviations that are customary in the trade and deviations that are based on legal regulations or represent technical improvements are permissible, provided they do not materially impair the usability for the contractually intended purpose.
4. The above paragraphs shall apply accordingly to the presentation of the products and information on any online ordering platform or web shop provided by the Company.
5. In principle, the order placed by the Customer represents the offer to conclude the contract. The order must contain all information relevant to the execution of the order. Missing, erroneous or incomplete information is deemed explicitly not to have been agreed upon and does not create any obligation of the Company with regard to claims concerning fulfilment, warranty or compensation for damage.
6. Orders shall be placed in writing or via the order platform provided by the Company (“web shop”); they may also be transmitted by telephone or otherwise electronically, at the Customer’s own risk.
7. The Company may accept the order within ten (10) working days of receipt of the order by issuing an order confirmation, unless a different acceptance period is provided for. If the Customer places the order via the web shop, it will receive an automatic confirmation of receipt by e‑mail, in which the order is listed again. This automatic acknowledgement of receipt merely documents that the order has been received by the Company and does not constitute acceptance of the order.
8. Upon order confirmation by the Company, the contract – even if its content differs from that of the Customer’s order – shall be deemed to have been concluded with the content of the order confirmation, unless the Customer objects to the order confirmation without undue delay.

4. Amendments
1. If the Customer wishes to make amendments to the subject of the delivery or service after conclusion of the contract, a separate contractual agreement is required.
2. If the Customer withdraws an order placed before conclusion of the contract, the Company, without prejudice to the possibility of claiming higher actual damage, shall be entitled to charge ten percent (10%) of the delivery or service price for the costs arising due to the processing of the order and for lost profits. The parties agree that this amount constitutes a genuine pre-estimate of the loss likely to be suffered by the Company as a result of such cancellation. The Company shall remain entitled to prove higher actual damages. The Customer shall be entitled to prove that no damage or a lower amount of damage has occurred. Any court having jurisdiction may adjust this amount in accordance with applicable law.
3. In the event of consensual amendments to the contractual subject matter, delivery or service periods or dates shall be agreed anew.

5. Delivery and delivery time
1. Deliveries shall be made “ex works” (EXW, Incoterms® 2020) from the Company’s designated warehouse site in the United Arab Emirates, unless otherwise expressly agreed.
2. If the Company indicates times and dates for deliveries and services, these shall always be considered approximate, unless a fixed time or a fixed date is expressly committed to or agreed upon in writing. If dispatch has been agreed, delivery periods and dates shall refer to the time of handover to the forwarder, carrier or other third party commissioned with the transport.
3. The Customer may withdraw from the affected order for non-delivery only if (i) the parties have expressly agreed a fixed delivery date in writing, (ii) the Company fails to deliver by that date for reasons within the Company’s reasonable control, and (iii) the Customer gives the Company written notice requiring delivery within a further period of ten (10) Business Days after receipt of the notice and the Company fails to deliver within that period.
4. The Company is entitled to render the agreed delivery or service prior to the agreed time. Partial deliveries or services are allowed and may be invoiced separately.

6. Default of acceptance
1. If the Customer does not accept the goods on a permissible or agreed delivery date or at the end of the agreed delivery period due to a circumstance for which it is responsible, the Company may charge storage costs of 0.5% of the price of the goods or services for each month or part thereof, but not more than a total of 5%. The contracting parties shall be free to prove higher or lower storage costs. The Company is entitled to determine a suitable place for storage at the expense and risk of the Customer and to insure the delivery or service items.
2. If the Company is entitled to demand compensation for damage instead of performance, the Company may, without prejudice to the possibility of claiming higher actual damages, demand fifteen percent (15%) of the total price as damages. The parties agree that this amount constitutes a genuine pre-estimate of the loss likely to be suffered by the Company as a result of such non-acceptance or non-performance. The Company shall remain entitled to prove higher actual damages. The Customer shall be entitled to prove that no damage or a lower amount of damage has occurred. Any court having jurisdiction may adjust this amount in accordance with applicable law.

7. Force majeure
1. The Company shall not be liable for the impossibility of delivery or for delays in delivery insofar as these are caused by events beyond the reasonable control of the Company which were not reasonably foreseeable at the time of conclusion of the contract (“force majeure”). Force majeure events include, in particular, but are not limited to: operational disruptions of all kinds, difficulties in procuring material or energy, transport delays, strikes, lawful lockouts, shortages of energy or raw materials, pandemics, epidemics, natural disasters, war, terrorism, governmental measures, embargoes, sanctions, or delayed, incorrect or untimely delivery by suppliers.
2. The affected party shall notify the other party in writing without undue delay upon becoming aware of the force majeure event and shall use reasonable efforts to mitigate its effects.
3. If such events render it difficult or impossible for the Company to deliver or perform a service, and the obstruction is not only temporary in nature, the Company shall be entitled to withdraw from the contract in whole or in part.
4. For obstructions of a merely temporary nature, the delivery or service performance deadlines shall be extended or postponed by the duration of the obstruction plus a reasonable period for restarting.
5. If, as a result of the delay, the Customer cannot reasonably be expected to accept the delivery or service, it may withdraw from the contract by means of a written declaration to the Company.
6. If the Company is able to foresee that the goods cannot be delivered within the originally indicated delivery period, the Customer will be informed without undue delay in writing, the reasons for this will be communicated to the Customer and, if possible, the expected new delivery date will be stated.

 

8. Terms of payment
1. Unless otherwise agreed in writing, all prices are stated in United Arab Emirates dirhams (AED) and are exclusive of value added tax and any other applicable taxes, duties or charges. Freight, packaging, insurance, customs duties, import and export duties, taxes and other delivery-related charges shall be borne by the Customer, unless they are allocated otherwise under the agreed Incoterms® 2020 rule and named place or an express written agreement. The Company may invoice separately any costs and charges borne by the Customer. The Company shall arrange insurance for the goods only if requested by the Customer and at the Customer’s expense, unless the agreed Incoterms® 2020 rule or an express written agreement provides otherwise.
2. Invoice amounts must be paid immediately upon receipt without any deduction, unless otherwise agreed in writing. Receipt of payment on the bank account designated by the Company is decisive for the date of payment. In the event of non‑payment when due, the Customer shall be in default without any further reminder.
3. Discounts and rebates will only be granted under separate written agreement.
4. The Company expressly reserves the right to accept bills of exchange or cheques. Bills of exchange and cheques are accepted only on account of performance, and the relevant payment obligation is deemed satisfied only once the proceeds have been credited to the Company without reservation. Any discount charges and bank charges will be borne by the Customer.
5. If there are several outstanding claims of the Company against the Customer and if payments by the Customer are not made in respect of a specific claim, the Company is entitled to determine which of the outstanding claims has been paid.
6. In the event of default of payment, the Company shall be entitled to demand default interest at an annual rate not exceeding the maximum rate permitted by applicable law. Unless otherwise specified in the order confirmation or individual contract, default interest shall accrue at 5% per annum above the base lending rate announced by the Central Bank of the UAE, provided that the total annual rate does not exceed 12% per annum. Interest shall be calculated on a simple (non-compounding) basis. The Company is further entitled to withhold further deliveries or services until all due invoices have been settled. Proof of a higher degree of damage remains reserved.
7. In the event of justified doubts as to the Customer’s ability to pay or creditworthiness, e.g. in the event of late payment, repeated slow payment or negative credit information, the Company shall be entitled to demand advance payment or suitable security for the performance to be rendered by the Customer. If the Customer is not prepared to do so within a reasonable period, the Company is entitled to withdraw from the contract and to demand compensation for damages due to non-performance.
8. The Customer may set off any claims against the Company’s claims or assert any right of retention only to the extent that the claim or right on which the Customer relies has been finally determined by a competent court or has been expressly acknowledged by the Company in writing..
9. Agreed payment terms shall lapse and all outstanding claims shall become due for payment immediately if an application is made for insolvency, bankruptcy, restructuring or comparable proceedings under applicable law with respect to the Customer’s assets, or if there are other justified doubts about the solvency or creditworthiness of the Customer.

10. Insofar as value added tax is not included in the invoicing of the Company based on information provided by the Customer (e.g. regarding zero-rated supplies, exports or other exemptions) and the Company is subsequently charged with a payable VAT amount by the competent tax authority, the Customer shall be obligated to pay the appropriate amount to the Company. This duty exists irrespective of whether the Company subsequently has to pay value added tax, import VAT, or comparable taxes in the United Arab Emirates or abroad.

9. Place of performance, transfer of risk, packaging
1. The place of performance for the deliveries and services ordered is the registered office or relevant warehouse of the Company in Dubai, United Arab Emirates, unless otherwise agreed in writing. Unless otherwise agreed, the Customer shall collect the goods from the designated premises after notification of readiness.
2. Unless otherwise agreed in writing, the risk of accidental destruction, loss or damage to the goods shall pass to the Customer upon notification that the goods are ready for collection.
3. Insofar as dispatch has been agreed, the risk shall be determined by the agreed Incoterms 2020 rule and any express written agreement between the parties.
4. Unless otherwise agreed in writing, packaging and loading aids, such as pallets, are provided by the Company and are included in the pricing or charged separately as specified in the relevant order confirmation, sales order or individual contract. Non-returnable packaging must be disposed of by the Customer in accordance with applicable regulations.
5. Additional costs for a more urgent mode of shipment requested by the Customer shall be borne by the Customer. This also applies if it was agreed in individual cases that the Company would bear the freight costs.

10. Duty of inspection and complaint
1. The delivered items must be inspected carefully and immediately after delivery to the Customer or to the third party designated by it.
2. In case of damage to or loss of the goods in transit, the Customer shall arrange for immediate inspection with the carrier and shall inform the Company without undue delay. Claims arising from any transport damages must be lodged immediately with the carrier by the Customer.
3. The delivered items shall be deemed accepted as contractually compliant with the contract unless the Customer notifies the Company in writing of any defects apparent upon careful inspection within three (3) working days following delivery. Hidden defects must be notified to the Company in writing within five (5) working days after the defect was discovered or ought reasonably to have been discovered by the Customer in the ordinary course of use. The Customer shall provide sufficient details of the alleged defect and, upon request of the Company, grant the Company a reasonable opportunity to inspect the relevant delivered items. Failure to notify defects in accordance with this Clause shall exclude claims in respect of such defects to the extent permitted under applicable law. This Clause is without prejudice to any mandatory statutory rights of the Customer under applicable UAE law.
4. At the request of the Company, the rejected delivery item must be returned to the Company carriage paid. After consultation with the Company regarding the most economical method of dispatch, the Company will reimburse such expense in case of a justified complaint; this shall not apply if the expenses increase because the delivery item is located at a different place than the agreed place of intended use.

 

11. Material and legal defects
1. Insofar as there is a defect in goods or services supplied by the Company, the Company shall be entitled, at its own choice, to either remedy the defect (repair), make a replacement delivery or grant a credit note. Statutory mandatory rights of the Customer under applicable law remain unaffected.
2. The Customer may carry out the rectification of defects itself only with the Company’s prior written approval, including approval of the estimated costs to be incurred. Claims by the Customer for expenses incurred for the purpose of subsequent performance (in particular transport, travel, labour and material costs) are excluded if the expenses increase because the goods have subsequently been taken to a location other than the Customer’s place of business and this relocation was not agreed with the Company or reasonably foreseeable to the Company.
3. The Customer shall give the Company the time and opportunity required to examine the defect and to carry out the chosen form of subsequent performance.

12. Credit notes
If the Company grants the Customer a credit note, this can only be offset against the order value of a future order. It does not constitute a claim for payment in cash, unless otherwise expressly agreed in writing.

13. Liability
1. The liability of the Company for damages, irrespective of the legal grounds, in particular for impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations during contractual negotiations and tort, shall be limited in accordance with this Clause 13, insofar as fault is involved.
2. The limitations of this Clause 13 shall not apply to liability of the Company for wilful misconduct, gross negligence, fraud, death or personal injury, or any other liability that cannot be excluded or limited under mandatory provisions of applicable law.
3. The Company shall not be liable in the event of simple negligence on the part of its directors, officers, legal representatives, employees or other vicarious agents, except where such negligence results in a breach of material contractual obligations. Material contractual obligations are those obligations the fulfilment of which is essential for the proper performance of the contract and on the observance of which the Customer regularly relies and may rely.
4. Insofar as the Company is liable for damages on the merits pursuant to the above paragraph, such liability shall be limited to damages which the Company, at the time of conclusion of the contract, foresaw as a possible consequence of a breach of contract or which it should have foreseen when exercising reasonable care. Indirect or consequential damages, loss of profit, loss of business or production downtime shall only be eligible for compensation if such damage is typically to be expected when the delivery item is used for its intended purpose and cannot be excluded under mandatory provisions of applicable law.
5. To the extent permitted by applicable law, in the event of liability for simple negligence, the Company’s aggregate liability per event or series of connected events shall be limited to the amount of coverage provided under the Company’s applicable liability insurance. Upon request, the Company will provide the Customer with information on the current coverage limits. In any event, the Company’s total aggregate liability arising out of or in connection with a specific order, whether in contract, tort or otherwise, shall not exceed the net invoice value of the respective order giving rise to the claim. Nothing in this Clause shall exclude or limit liability for fraud, wilful misconduct, gross negligence or any liability which cannot be excluded or limited under applicable law.
6. The above exclusions and limitations of liability shall apply to the same extent in favour of the Company’s directors, officers, legal representatives, employees and other vicarious agents.
7. Insofar as the Company provides technical information or acts in an advisory capacity and this information or advice is not part of the contractually agreed scope of services owed by it, this shall be done free of charge and to the exclusion of any liability to the extent permitted by applicable law.
8. If the Customer asserts recourse claims against the Company due to claims by third parties, the Company shall not be liable insofar as the Customer has effectively limited its liability vis-à-vis its own customers. The Company’s liability for recourse claims is excluded to the extent that these exceed the statutory mandatory claims for defects and damages under applicable law.
9. The Customer is obliged to notify the Company immediately in writing of any claims asserted by third parties and, to the extent legally permissible, to leave all defensive measures and settlement negotiations to the Company.

14. Limitation periods
1. To the extent permitted by applicable law, any contractual claims of the Customer arising out of or in connection with defects in the products, services and works of the Company and any resulting damages shall be time-barred after one (1) year from delivery of the goods or completion of the service.
2. The above limitation period shall not apply in cases of wilful misconduct, fraud, death or personal injury, or where longer statutory limitation periods apply under mandatory provisions of applicable law.
3. Measures of subsequent performance shall neither suspend the limitation period applicable to the original performance nor shall they cause the limitation period to start anew, unless otherwise required by mandatory law.

15. Retention of title
1. The following provisions serve to secure all existing current and future claims of the Company against the Customer arising from the business relationship between them, to the extent permissible under applicable law. The parties acknowledge that the effectiveness of the retention of title towards third parties and in insolvency or similar proceedings may be subject to registration or other requirements under applicable UAE law.
2. The goods delivered by the Company to the Customer shall remain the property of the Company until all secured claims have been paid in full. The goods as well as the goods which take their place according to the following provisions are hereinafter referred to as “Retained Goods”.
3. The Customer shall store the Retained Goods for the Company with due care and free of charge and shall insure them at its own cost against usual risks such as theft, breakage, fire, water and other damage. The Customer shall at all times keep the Retained Goods clearly identifiable as the property of the Company, in particular by means of labelling, serial numbers or comparable marking, and shall store them separately from its own goods and the goods of Retained Goods in any enforcement or insolvency scenario.
4. The Customer is entitled to use and resell the Retained Goods in the ordinary course of business until the occurrence of an enforcement event (such as default of payment; dishonour or return of any cheque issued by the Customer; initiation of liquidation, insolvency, restructuring or comparable proceedings with respect to the Customer’s assets; material deterioration of the Customer’s financial position; or attachment, seizure or other enforcement measures by third parties against the Customer’s assets). Pledging or granting security interests over the Retained Goods is not permitted without the prior written consent of the Company.
5. In the event of a resale of the Retained Goods, the Customer hereby assigns to the Company by way of security its claim against the purchaser arising from the resale, including any ancillary rights, in the amount of the invoice value of the Retained Goods. The Company accepts this assignment. The same applies to other claims which replace the Retained Goods or otherwise arise in respect of the Retained Goods, such as insurance claims or claims arising from unlawful interference in case of loss or destruction. The Company grants the Customer revocable authorisation to collect the assigned claims in its own name. The Company may only revoke this authorisation in case of enforcement or default. In order to render the assignment enforceable against third parties under applicable UAE law, the Customer undertakes, upon the Company’s request, to notify its sub-purchasers of the assignment without undue delay. The Company is hereby irrevocably authorised to effect such notification directly in the Customer’s name if the Customer fails to do so within five (5) working days of a written request by the Company.
6. If third parties access the Retained Goods, in particular by way of attachment or seizure, the Customer will immediately inform the third party of the Company’s ownership and inform the Company in order to enable it to enforce its ownership rights. At the request of the Company, the Customer must provide all necessary information on the existence of the Retained Goods and on the claims assigned to the Company and must inform its customers of the assignment where required by law. The Customer shall support the Company in all measures that are necessary to protect the Company’s ownership of the Retained Goods and shall bear the resulting costs.
7. The Company shall release the Retained Goods as well as the items taking their place or claims if their value exceeds the amount of the secured claims by more than twenty percent (20%). The Company shall be free to select the items to be released.
8. If the Company withdraws from the contract in the event of conduct on the part of the Customer in breach of the contract – in particular default of payment – (enforcement event), the Company shall be entitled to demand the return of the Retained Goods to the extent permitted by applicable law.
9. The Customer’s right to dispose of the Retained Goods and to collect the claims assigned to the Company expires as soon as the Customer no longer fulfils its payment obligations, suspends payments, or if application is made for insolvency or comparable proceedings with respect to the Customer’s assets.
10. The Customer shall, upon the Company’s request and at its own cost, actively support and cooperate in all registration, perfection or other enforcement measures required under applicable UAE law to render the Company’s security interest in the Retained Goods enforceable and to establish its priority against third parties, including registration with the Emirates Integrated Registries Company (EIRC). The Customer shall for this purpose execute and deliver, without undue delay, all necessary declarations, documents, information and powers of attorney as required by the Company. This obligation applies in particular, but not exclusively, to goods which remain as independent movable assets at the Customer’s premises (such as equipment and machinery) and which are therefore eligible for registration with the EIRC. The Customer acknowledges that a purely contractual retention of title may not, under UAE law, provide full protection against third parties, competing creditors or insolvency administrators in the absence of such additional measures.

16. Confidentiality
1. The Customer undertakes to keep confidential all non-public information and documents relating to the business relationship which by their nature or the circumstances of their disclosure should reasonably be understood to be confidential or proprietary and shall not disclose such information to third parties except where required by applicable law, where necessary for the performance of the contract, or to employees, advisers, affiliates or subcontractors on a need-to-know basis subject to equivalent confidentiality obligations.
2. Reproduction, copying or storage of documents and information provided to the Customer shall only be permitted to the extent reasonably necessary for internal business or operational purposes connected with the performance of the contract and subject to applicable copyright and intellectual property laws.

17. Dispute Resolution
1. Negotiation. Any dispute arising out of or in connection with these GTC shall first be referred to good-faith negotiation between senior representatives of the parties. Either party may initiate this step by written notice. If the dispute is not resolved within thirty (30) calendar days of such notice, either party may proceed to mediation under Clause 17.2.
2. Mediation. If negotiation fails, either party may refer the dispute to mediation administered by the Dubai International Arbitration Centre (DIAC) in accordance with the DIAC Mediation Rules then in force. The seat shall be Dubai, UAE; the language English. If the dispute is not resolved within forty-five (45) calendar days of the mediator's appointment, or if either party fails to engage within fifteen (15) calendar days of a written request to do so, either party may proceed to arbitration under Clause 17.3.
3. Arbitration. Any dispute not resolved under Clauses 17.1 or 17.2 shall be finally resolved by binding arbitration administered by DIAC under the DIAC Arbitration Rules then in force. The seat shall be Dubai, UAE; one sole arbitrator; language English. The award shall be final and binding.
4. Interim relief. Notwithstanding the above, either party may at any time apply to a court of competent jurisdiction for interim or emergency relief, including measures to protect title to goods, without waiving this dispute resolution agreement.
18. Applicable Law
These GTC and any contract between the Company and the Customer shall be governed exclusively by the laws of the United Arab Emirates and, where applicable, the laws of the Emirate of Dubai, without giving effect to any conflict of laws rules that would lead to the application of any other law. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded, to the extent permitted by law.

 

19. Miscellaneous
1. Should individual provisions of these GTC be or become invalid, unenforceable or void in whole or in part, the validity of the remaining provisions shall not be affected. The parties shall endeavour to replace any invalid or unenforceable provision with a valid provision that comes as close as possible to the economic purpose and legal sense of the original provision.
2. No amendment or modification of these GTC shall be effective unless made in writing and signed by authorised representatives of both parties, unless a stricter form is required by applicable law.
3. These GTC are drawn up in the English language. In case of translation into any other language, the English version shall prevail in case of any discrepancy.

Note on data protection
The Company may process personal data obtained in connection with the contractual relationship for the purposes of performing the contract, managing the business relationship, complying with legal obligations and protecting legitimate business interests, in accordance with applicable data protection laws in the United Arab Emirates (including Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data and its implementing regulations) and, where applicable, other relevant data protection laws, including the EU General Data Protection Regulation (GDPR).
Personal data may be transferred to third parties, including insurers, logistics providers, professional advisers, service providers and affiliates, to the extent necessary for the performance of the contract, internal administrative purposes or compliance with legal obligations. Such transfers may also include international transfers of personal data subject to applicable legal requirements.
Further details regarding the processing of personal data are set out in the Company’s Privacy Policy, as updated from time to time.