1. Governing Conditions
(A) All goods are quoted for and supplied by the Seller and accepted by the Buyer upon these terms and
Unless previously withdrawn the Seller's offer to supply the Goods (the quotation) is valid for 30 days from the date on which it is sent to the Buyer.
(a) The price payable by the Buyer shall be that specified by the Seller in its invoice.
(b) The price is exclusive (unless otherwise expressly stated) of Value Added Tax, but inclusive (unless otherwise expressly stated) of customs duties and levies and delivery and transportation costs to the Seller's premises; and may at any time be varied by the Seller in accordance with cost variations:
including (but without prejudice to the generality of the foregoing) variations in the cost to the Company of obtaining supplies: materials, labor or transport and variations consequent upon fluctuations in foreign exchange rates. Where information is subsequently submitted by the Buyer which involves material alteration to the specification or method of manufacture of the Goods, the Seller may amend the price to cover any addition cost arising from such alteration.
(c) Carriage costs from the Seller's premises to the buyer may be charged
(a) Unless credit terms are agreed the Buyer shall pay the price within 60 days after the date of the invoice. Time is of the essence of this clause. In addition to its other rights the Seller shall be entitled to charge interest at the rate of 4% per annum over Central Bank UAE base rate from time to time in force on all overdue payments whether or not notice of default is given by the Seller. Interest shall accrue on a daily basis.
(b) Payment shall be due to the Seller and the Seller shall be entitled to sue for the price (and interes accrued if any) whether or not property in the Goods has passed to the Buyer in accordance with these terms and conditions.
(c) The Buyer shall not be entitled to set off any sums payable hereunder against any claims which the buyer may have against the Seller under this contract or otherwise howsoever.
(d) The Seller may (and for overseas sales will) require payment by irrevocable confirmed letter of credit on terms satisfactory to the Seller's bankers.
|5. The Goods
The Seller will endeavor to supply Goods which comply with any expressly agreed specification and description and with any sample. However such specifications and descriptions are approximate only and minor deviations (including but without prejudice to the generality of the foregoing deviations in color, markings, measurements and weight) shall not constitute variations from specification, description or sample. Orders for custom or specially modified products may contain quantities of up to 5% more than ordered. Orders for make to order goods may contain quantities of goods shipped which may exceed the quantity ordered by no more than 5%. Buyers will be invoiced for the total quantity shipped.
|6. Cancellation and Return
The Buyer shall not be entitled to cancel an order once accepted except against prior payment of a reasonable cancellation charge to be specified by the Seller. The Seller will not accept return of goods for credit or exchange Any. In the event of cancellation in whole or in part, Buyer shall be liable for the payment of cancellation charges in the amount of all costs, expenses, damages or losses incurred or suffered by TechCor.
The Buyer shall indemnify and keep indemnified the Seller against any loss, damage, cost, charge, expense, claim, action, proceeding, fine, penalty or other liability resulting from infringement of copyright, patent, trade mark, design right or other right of privilege of any third party arising from the Buyer's design, specification or instructions or from the Seller's compliance therewith.
(a) Unless otherwise instructed by the Buyer, the Goods shall be delivered and shall be deemed to be delivered to the Buyer when made available to the Buyer or to the Buyer's agent or carrier for loading and transportation at the Seller's premises; and "Delivery" shall herein be accordingly construed.
(b) Whilst the Seller will endeavor to deliver the Goods by the specified date or dates for Delivery, such
date or dates are estimated dates only and the Seller shall not be liable for failure to deliver on such dates. Time shall not be of the essence in relation to those dates. The Seller will notify the Buyer of any substantial change in those dates.
(c) Where the Seller arranges transportation of the Goods from its premises, the Seller does so as agent of the Buyer and the Buyer shall reimburse to the Seller all costs and expenses thereby incurred and shall indemnify and keep indemnified the Seller against all loss, damage, cost, charge, expense, claim, action, proceeding, fine, penalty or other liability (whether to the Seller, the Buyer or otherwise and whether or not arising from any act or default of the Seller), in connection with such transportation. In the absence of specific directions in writing from the Buyer the Seller shall deliver the Goods to the Buyer's address as stated overleaf using such means of transport as the Seller may think fit and shall not be responsible for insuring the Goods in transit.
(d) If the buyer fails promptly to fulfill the terms of payment on the due dates the Seller at its option may defer further deliveries or may cancel the Contract in relation to all or part of the undelivered balance of the Goods. The Seller reserves the right prior to making any delivery to require from the Buyer satisfactory security for payment.
(a) The Buyer shall be deemed to have accepted the Goods as undamaged and complete and as complying (to the extent hereby required) with any relevant description, specification and sample unless:
(i) in the case of non-delivery, notice is given to the Seller and to any carrier or intended carrier of the Goods within 14 days of the invoice date.
(ii) in any case of shortage (in excess of that provided in Clause 7 here for) damage or loss the Purchaser shall notify the Seller and any carrier of the Goods in writing thereof within 14 days after Delivery
(iii) in any case of defect or non-compliance, the Buyer shall notify the Seller in writing thereof within 30 days after Delivery
(b) The Buyer shall accept in full and final settlement of any claim in respect of shortage, damaged, defective or non-complying Goods, either replacement of such Goods (or in the case of shortage, delivery of such shortage) or (at the Seller's option) a credit note in respect of the price thereof.
(a) The title to the Goods shall remain with the Seller until all sums owing to the Company by the Buyer under the Contract or otherwise howsoever shall have been paid in full or until the Buyer on sells theGoods as authorized in sub-clause (b) hereof: and so long as title to the Goods remains with the Seller the Buyer shall hold the Goods as bailed of the Seller on the following terms and in such a way, that the Goods shall be readily identifiable and distinguishable from all other Goods held by the Buyer.
(b) Unless an event under sub-clause (e) hereof shall have occurred, or unless the Buyer shall have been otherwise notified by the Seller, the Buyer may on-sell the Goods by way of bona fide sale at full market value in the ordinary course of business to customers who are not either controlled by the Buyer, or control the Buyer or are in common control with the Buyer.
(c) Where the Buyer on-sells the Goods, the proceeds of sale of the Goods (or of any goods of which the Goods form part) shall be held separately to the order of the Seller until all sums owing to the Seller by the Buyer under this contract or otherwise howsoever shall have been paid in full.
(d) The authority of the Buyer under sub-clause (b) hereof shall without notice cease if the Buyer enters into liquidation whether compulsory or voluntary, or compounds with or enters into a scheme of arrangement for the benefit of its creditors, or has a receiver appointed of all or any part of its assets, or takes or shall cease (or threaten to cease) to carry on all or a substantial part of its business; or being an individual, shall commit any act of bankruptcy.
(e) If at any time any or all of the price is due or upon any event under sub-clause (d) hereof, the Seller or its agents may at any time enter the premises of the Buyer or its agents to re-take possession of the Goods and any goods owned or co-owned by the Seller.
|13. Force Majeure
The Seller shall not be under any liability whatsoever in the event of its failure, delay or default in carrying out all or any of its obligations hereunder due in whole or in part to any circumstance or cause beyond the Seller's control, including but without prejudice to the generality of the foregoing, fire, flood, power failure, reduction of power supplies, mechanical failure, any inability by the Seller or its suppliers to obtain on normal commercial terms materials, labor or facilities requisite for the manufacture andsupply of the Goods, strike, lockout, industrial dispute or action taken by the party or any other person firm or company in connection therewith or in consequence of furtherance thereof BUT this provision shall not in any way limit or restrict the rights of the Seller to terminate the Contract in accordance with its terms and conditions.
Without prejudice to any right of the Seller under the general law to terminate the Contract, at any time after the happening of any one or more of the following events, the Seller may terminate the Contract forthwith by serving notice in writing on the Buyer: (a) upon the happening of any one or more of the events specified in Clause 11; or (b) where the Company has agreed to supply the Buyer with goods on credit and the limit of the amount of that credit fixed by the Seller has been exceeded by the Buyer whether on the Contract or any other contract or in aggregate; or
(c) whether the Seller agrees to deliver the Goods by installments and the Buyer fails to pay for any installment within the time stipulate or refuses to accept or take Delivery of any installment; or
(d) subject to Clause 8, where the Buyer arranges transportation of the Goods and fails duly and promptly to collect the Goods from the Seller's premises; or upon the Seller receiving notice of infringement of any right specified in Clause 9 hereof.
|15. Effect of Termination
The termination of the Contract by the Seller for whatever cause shall not prejudice or affect the rights or remedies of the Seller against the Buyer in respect of any antecedent breach of the Contract, and shall not prejudice the rights and remedies of the Seller in respect of any sums or sum of money owed or owing from the Buyer to the Seller.
|16. Confidential Information
All secret or confidential information relating to the Seller's business and processes which may come or have come into the possession of the Buyer in connection with this Order/Contract shall be kept secretand confidential by the Buyer and shall not be disclosed to any third party without the prior consent in writing of the Seller.
No waiver or variation by the Seller of any of the provisions of the Contract shall be duly made or deemed to have been duly made unless in writing and signed by a duly authorized officer of the Seller.The failure by the Company to insist on any occasion on the performance of any provision of the Contract shall not thereby act as a waiver of such breach or any subsequent breach or acceptance of such variation.
Any notice required hereunder may be given by first class pre-paid post or by telex with receipt acknowledged to the postal or telex address of the UAE. branch office of the Seller or the Buyer's address as set out in the Contract or to such other address as may have been duly notified to the Sender. Any notice given by post will be deemed to be given on the second business day after posting and any telex shall be deemed to have been received at the time of dispatch.
The Buyer shall not without prior consent in writing of the Seller assign or transfer the Contract or the benefit thereof or any part thereof to any other person.
The proper law of the Contract is the law of UAE and these terms and conditions and any contract made hereunder shall be governed by construed and enforced in all respects in accordance therewith. Both the Seller and the Buyer shall submit to the non exclusive jurisdiction of the UAE courts.
|21. Clause Headings
The clause headings are used for guidance only and are not to affect the meaning or interpretation of these terms and conditions.
“We are committed to achieve customer satisfaction by providing Quality product on time, which is achieved by employee involvement with team work, Effective utilization of resources and continually improving the effectiveness of Quality Management System”
Techcor are committed to provide and supply services that are consistent, reliable and cost effective and to highest quality standards that meet and exceed the needs and expectation of the customer and are in compliance with the requirement of the JAS/ANZ 9001:2008 and continually improve the effectiveness of the Quality management system.
This will be achieved by,
Provide a framework for establishing and reviewing management and quality objectives.
Communicate the policies and procedures within the organization.
Designing systems and process that add value to the service.
Using principle of “get it right first time” to maintain the quality standards.
Provide training and development of employees and using best practices.
Continually auditing the process at all stages of the service supply.
Obtaining customer feedback and continually improve process to suit the organization’s needs and improve effectiveness of the Quality management system.
The Credit Department will be responsible for gathering, investigating and evaluating all new accounts in order to keep a high quality of accounts receivable while selling to all customers that represent prudent credit risks.
To open and maintain as many credit accounts as possible while maintaining the following:
1. To maintain an average CEI above 80%
2. To maintain an average DSO below 40 days
3. To maintain 80% of A/R in current aging, 15% in 30 Days, 4% in 60 + and 1% in 90 +
The Credit Department reports to the office of Treasurer. Functions include the application of payments, establishing credit limits, and monitoring collection of receivables. The Credit Manager establishes limits of up to AED50,000. Higher limits are approved by the Treasurer or above. If credit privileges are withdrawn from a customer, it is our policy to consult with the sales department in the decision process. If a consensus cannot be reached, the situation is referred to the CEO. When accounts cannot be collected using normal means, the Credit Manager recommends the use of a Collection agency or attorney. The Treasurer and Sales Manager approve such requests.
The Credit Department establishes terms and limits for all active customers. Such terms and limits are based on the average terms and credit limits reported in The Credit Collective and financial statements, when necessary. The department reviews larger limits on a periodic basis. All limits are subject to revision, based on changing levels of credit worthiness. Individual orders are referred to the credit department when an account is over its limit or 15 days past due, and an effort is made to resolve such problems. If satisfactory arrangements cannot be made, the order is withheld.
We strive to have a consistent and courteous approach to collections in order to avoid any necessity to engage in dunning activities.
1. All customers will be invoiced on the same day as the shipment is sent. Invoices shall be sent separately from the shipment. Whenever possible, electronic invoicing will be used.
2. Customers will be contacted two weeks after the shipment in order to ensure the shipment arrived without damages and to check for any discrepancies with the invoice.
3. Accounts with open invoices above AED5,000 shall be called one-week prior to the due date in order to assure the invoice is scheduled for payment. If there are any discrepancies they will be discussed and solved.
4. Accounts will be called when they are one week past due and calls will continue weekly. If no payments are received after three calls, the sales representative will be asked to contact the customer.
5. If an account is 30 days late, Pre Collections services will be ordered from The Credit Collective.
6. If there is still no response, the account is considered for third-party collections and/or legal action.
In the case of bankruptcies, the Credit Department files proofs of claim. The department represents our company with creditor committees and coordinates activities with attorneys.
Terms of Sale:
Terms have been established as Net 30 days. All credit worthy customers are expected to pay within this period. Any exceptions must be based on competitive practices in accordance with established procedures. Companies seeking longer terms will be subject to closer scrutiny.