1. WORDS AND PHRASES

In these conditions:
“Customer’s Equipment” means the equipment or material belonging to you, or for which you request us to provide the Supply.

“Supply” or “Supplies” means the engineering services, goods and associated supplies as set out in our quotation or other agreed documents or discussions between us.

“We”, “us” and “our” mean Intersel Dowding & Mills FZCO. “You” and “your” mean the person or company to which we are providing the Supply.

2. INCORPORATION OF CONDITIONS
a) Any contract or arrangement for Supplies made between you and us shall be subject to these conditions and any terms you put forward do not apply, unless otherwise agreed by both parties in writing and signed by a senior manager on our behalf. No amendment or change shall be made to these conditions except by contract in writing signed by one of our directors.

b) All other terms and conditions which might be implied by conduct or a previous course of dealing or trade custom are excluded from this contract.

3. QUOTATION/PRICES
a) Our quotation provides an indication to you of the terms on which you may place an order, but no order from you as a result of a quotation (or otherwise) shall be binding upon us unless and until it is accepted or confirmed by us.

b) A quotation is made on the assumption that the specification or work requested is reasonably capable of being provided. If this is found in our opinion not to be the case, we will advise you as soon as reasonably practicable, and may offer you reconditioned or new goods on terms to be agreed (or service exchange, if available). Our prices are based on the assumption that material you supply is of satisfactory quality and free from defects.

c) If you give a general instruction for repairs without stipulating the particular service, replacement parts, specification, materials or otherwise, we will be entitled to carry out such repairs, modifications or service, using parts or materials of similar or better quality than the pre-existing parts or materials as in our opinion are necessary to put the Customer’s Equipment in good working order, and to make an appropriate charge for the work and parts provided.

d) Provided your order is placed within thirty days of the date of the quotation, the price contained in the quotation shall be fixed unless the quotation states otherwise. If your order is not placed in that period, then if any change shall occur after that in the costs of any materials, labour, transport or other items, including overheads which we have to pay or incur for the performance of the contract, then you will pay the resultant increased price.

e) If performance and delivery are postponed at your request or by circumstances within your control you will pay all resulting costs and expenses we incur.

f) We will charge for all work carried out at your request, whether exploratory or otherwise and, in particular, we reserve the right to instruct our employees or agents to work overtime to comply with your delivery requirements in which case we may charge you the cost of such overtime.

g) You shall be responsible for procuring any licence required for the export or import of any goods or Customer’s Equipment from or to Jebel Ali Free Zone (JAFZA), the U.A.E. or any other country (as the case may be).

4. WORK ON SITE
If the Supplies are to be provided on your premises or at your request at some other site you shall provide to us free and safe access to the Customer’s Equipment, together with proper and safe storage and protection of all goods, tools, plant and equipment and materials we have on site. You shall also undertake any preparatory work and provide any additional facilities which we reasonably require to provide the Supplies. You will observe and comply with all applicable laws and regulations and obtain all necessary consents and licences and ensure that the site is safe and without risk to the health and safety of all persons working there. You will indemnify us against all losses, claims, fines, damages, liabilities, penalties, costs and charges which we incur or suffer which arise out of or in connection with your failure to comply with your obligations under this clause.

5. PAYMENT
a) Unless otherwise agreed with you by us, we will issue an invoice for the full amount due on practical completion of the Supply. Payment shall be made without any set-off, counterclaim, deduction or withholding within 30 days from the date of the invoice. All payments will be in U.A.E. Dirhams.

b) Unless otherwise agreed, overseas orders must be covered by a confirmed irrevocable letter of credit drawn on a U.A.E. clearing bank prior to commencement of work.

c) If any payment is overdue, we shall be entitled without prejudice to any other right or remedy to suspend all further deliveries on any contract between us without notice and/or charge interest on any amount overdue at the rate of 5% per annum above the EIBOR rate, compounding monthly whether before or after judgment.

d) Goods shall remain our property until we receive full and unconditional payment (in cleared funds) of all sums due to us..

e) If the cost to us of the Supply is increased as a result of a change in law this shall be added to the price. Any agreed changes, which affect the price, shall also be added to the contract price.

6. DESIGNS DRAWINGS AND SPECIFICATIONS
a) You shall be responsible for the completeness and accuracy of any designs, specifications and other data which you or your employees or agents supply to us and which we use in connection with the supply, even if we examine, inspect or comment upon them. You will indemnify us against any liability to a third party and all related costs and expenses which we may incur as a result of carrying out the Supply in accordance with your instructions or your designs, drawings, specifications or other data.

b) You will respect the confidentiality and ownership of any of our copyright, design right or other intellectual property rights in any technical information, know-how, drawings, specifications or other documents disclosed by us under this contract.

c) All recommendations and advice given without charge, whilst given in good faith and with due care, are given without responsibility on our part.

7. WARRANTY
a) We undertake to use reasonable skill and care in carrying out the work and to use materials and supply goods which are of suitable quality and free from defects.

b) Unless otherwise agreed (and subject to clauses 7(c), 7(d) and 9), we will rectify defective work and/or replace defective goods and materials (for which we are responsible) notified to us in writing within six months of delivery or completion provided that (i) the defect in goods or materials or workmanship arises under conditions of normal and proper use and maintenance, and (ii) our liability under this clause 7 shall not exceed in aggregate an amount equal to the invoiced value of the defective work and/or goods and materials. The warranty period for repaired or replaced parts shall be extended by a further 6 months, provided that the maximum warranty period shall not exceed 12 months from the date of initial delivery or completion of the goods or materials or work concerned. Defects due to fair wear and tear are excepted. We shall not be responsible for costs of disassembly, removal or reinstallation.

c) Unless we have arranged or agreed to do so, you will accept full responsibility for making the Supply available for correction, installation, examination and testing the goods or Customer’s Equipment on which we have worked as soon as it is delivered and we shall not be responsible for any damage, cost or loss incurred by you due to your failure to properly install or delay in testing the goods or Customer’s Equipment or in notifying us of any defect.

d) In the case of goods not of our own manufacture, our responsibility shall be limited to passing on to you the benefit of any guarantee or warranty given to us by the manufacturer.

e) In the absence of any special arrangements to the contrary, it is your responsibility to ensure that the Supplies ordered are sufficient and suitable for your purposes.

f) You accept that any other warranties and conditions implied by common law or statute are excluded to the extent permitted by law.

8. DELIVERY
a) Although we will endeavour to provide the Supplies within the time specified, we shall not be liable for delays in delivery for whatsoever reason unless specifically agreed in writing.

b) A charge will be made for additional tests or trial runs carried out at your request. Test certificates will be provided if required.

c) Unless otherwise agreed, Supplies are provided ‘ex works’ without packaging and you are responsible for transportation. We will, at your request and expense, arrange carriage and insure the goods or Customer’s Equipment against normal transit risks. In the event of loss or damage in transit our responsibility shall be limited to passing on the benefit of this insurance. We and the carriers must be notified of such damage or loss within seven days of delivery. It is your responsibility to examine the goods or Customer’s Equipment immediately on receipt.

d) Unless otherwise agreed, the loading or off-loading of goods or Customer’s Equipment on collection or delivery shall be arranged by you and performed at your sole expense and risk.

e) Risk of loss or damage to the Supply shall pass to you upon delivery to, or collection by, you.

9. LIMITATION OF LIABILITY
a) Nothing in these conditions limits or excludes our liability for any death or personal injury resulting from our negligence or the negligence of our employees or agents acting in the course of their employment or for any other matter for which it would be illegal for us to exclude or limit our liability or to attempt to do so.

b) Our liability to you under or in connection with this contract shall in no circumstances exceed in aggregate: (1) for purchase orders up to and including AED30,000, AED100,000; or (2) for purchase orders greater than AED30,000 the greater of (i) an amount equal to the charges paid by you to us under this contract, or (ii) AED200,000.

c) We shall not be liable to you under any circumstances for any loss of contracts or earnings; loss of profits or revenue; delay damages; loss of anticipated savings; loss of opportunity or business; or interruption to or loss of production or use (in each case whether such loss is direct, indirect or consequential) or for any punitive, special, incidental, indirect or consequential loss or damage whatsoever.

d) We shall not be responsible (whether under clause 7 or otherwise) for failure due to defects in material you supply or errors in any designs, specifications or data you provide.

e) Whilst reasonable care is taken with Customer’s Equipment and free issue parts whilst in our custody, our liability in the event of accidental damage or loss thereto whilst in our custody is limited in aggregate to AED300,000. We shall not be liable for any loss or damage to such items, which is due to events outside our reasonable control.

f) The limitations and exclusions in this clause 9 apply to any claim, whether in contract, tort (including negligence), breach of any statutory duty or implied term or any other claim.

g) The limitations and exclusions in these conditions are considered to be reasonable in the context of the work to be undertaken and the charges to be paid. If you require us to accept greater liability we may be prepared to do so subject to agreement in writing of an additional charge to reflect the increased risk and cost of insurance to us.

10. INSURANCE
Whenever required by you, and procurable by us from the respective insurance carrier/broker, we shall furnish confirmation of any insurance which we are required to effect and/or maintain under the contract or purchase order, provided that such policies shall not be primary with respect to your, your customer’s or end user’s insurance policies; shall not grant waiver of subrogation in favour of you your customer or end user; and shall not name such parties as an additional insured or co-insured party.

11. UNFORESEEN EVENTS
We will not be liable to you for any failure to perform our obligations under this contract where that failure results from any cause outside our reasonable control, including but not limited to natural occurrences, disruption of power supplies, the actions of third parties or industrial action, or from government advice against travel to site.

12. TERMINATION OF THIS CONTRACT
a) We may terminate this contract immediately if you fail to comply with your obligations under this contract, and (in the case of a failure capable of remedy) do not remedy such failure within seven days of having been notified by us of the relevant failure. We may also terminate this contract immediately if you are the subject of a petition for a bankruptcy order, or you become insolvent or enter into any composition, scheme or arrangement with your creditors. If you are a corporation or other legal person, we may terminate this contract immediately if a receiver (including an administrative receiver) is appointed over any of your assets or an application is made to appoint an administrator (or an administrator is appointed) for you. If you are in partnership, we may terminate this contract immediately if the partnership is dissolved. We may also terminate this contract immediately if proceedings relating to your insolvency are commenced in any country.

b) If this contract terminates for any reason, we will be entitled to remove all of our equipment from your premises or from site. You will remain liable to us for any sums which you have not paid, for all Supplies provided up to the date of termination and for any other breaches of this contract.

13. DISPUTES / APPLICABLE LAW
Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Arbitration Rules of the DIFC-LCIA Arbitration Centre (“the DIFC-LCIA Arbitration Rules”). The number of arbitrators shall be three. Each party shall appoint one arbitrator and the two party-appointed arbitrators shall then appoint the chairperson. The seat, or legal place, of arbitration shall be the Dubai International Financial Centre (“DIFC”). The language to be used in the arbitration shall be English.

The governing law of the contract shall be the substantive law of Dubai or the U.A.E as applicable.

14. GENERAL
a) You will not assign your rights under this contract without our express written approval. We may sub-contract the provision of certain of the Supplies at our discretion. No third party shall acquire any rights under this contract except as specifically stated in these conditions.

b) Any express or implied waiver by us of any failure by you to perform your obligations under this contract will not prevent the subsequent enforcement of those obligations. Any waiver we give will not be taken to be a waiver of any subsequent failure by you to perform that or any other obligation.

c) This contract constitutes the entire agreement between us relating to the Supply and overrides any prior correspondence or statements relating to the Supply (including any statements or representations in any advertisements or literature produced by us relating to the Supply).

d) If any provision of this contract is ruled to be invalid for any reason, that invalidity will not affect the rest of this contract which will remain valid and enforceable in all respects.

e) This contract is governed by Jebel Ali Free Zone Authority Regulation and U.A.E. Law.

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