Purchase of Goods Agreement

1. Interpretation

1.1 Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in the UAE, when banks are open for business.
Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause ‎12.2.
Contract: the contract between the Customer and the Supplier for the sale and purchase of the Goods in accordance with these Conditions.
Customer: DP World E-Commerce FZE.
Delivery Date: the date specified in the Order.
Delivery Location: the address for delivery of Goods as set out in the Order.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer's purchase for the Goods, as set out in the Customer's purchase order form.
Specification: any specification for the Goods that is agreed by the Customer and the Supplier. 
Supplier: the person or firm from whom the Customer purchases the Goods.

2. Basis of contract

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2 The Order shall be deemed to be accepted on the earlier of:

1. the Supplier issuing a written acceptance of the Order; and
2. the Supplier doing any act consistent with fulfilling the Order,at which point and on which date the Contract shall come into existence.

3. Goods

3.1 The Supplier shall ensure that the Goods shall:

1. correspond with their description and any applicable Specification;
2. be of satisfactory quality; and
3. comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.

3.2 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract.

3.3 The Customer may inspect the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under the Contract.

3.4 If following such inspection or testing the Customer considers that the Goods do not conform or are unlikely to comply with the Supplier's undertakings at clause ‎3.1, the Customer shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance. 

3.5 The Customer may conduct further inspections and tests after the Supplier has carried out its remedial actions. 

4. Delivery

4.1 Where the Supplier is responsible for delivery, the Supplier shall ensure that:

1. the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
2. each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
3. if the Supplier requires the Customer to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall be returned to the Supplier at the cost of the Supplier.

4.2 The Supplier shall deliver the Goods:

1. on the Delivery Date;
2. at the Delivery Location; and
3. during Business Hours, or as instructed by the Customer.

4.3 Delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Location.

4.4 If the Supplier:

1. delivers less than 95% of the quantity of Goods ordered, the Customer may reject the Goods; or
2. delivers more than 105% of the quantity of Goods ordered, the Customer may at its discretion reject the Goods or the excess Goods and any rejected Goods shall be returnable at the Supplier's risk and expense.

If the Supplier delivers more or less than the quantity of Goods ordered, and the Customer accepts the delivery, a pro rata adjustment shall be made to the invoice for the Goods.

4.5 The Supplier shall not deliver the Goods in instalments without the Customer's prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all, or any defect in an instalment shall entitle the Customer to the remedies set out in clause 5.

5. Customer remedies

5.1 If the Goods are not delivered on the Delivery Date, or do not comply with the undertakings set out in clause 3.1, then, without limiting any of its other rights or remedies, and whether or not it has accepted the Goods, the Customer may exercise any one or more of the following rights and remedies:

1. to terminate the Contract;
2. to reject the Goods (in whole or in part) and return them to the Supplier at the Supplier's own risk and expense;
3. to require the Supplier to replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
4. to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
5. to recover from the Supplier any costs incurred by the Customer in obtaining substitute goods from a third party; and
6. to claim damages for any other costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier's failure to carry out its obligations under the Contract.

5.2 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

5.3 The Customer's rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.

6. Title and risk

Title and risk in the Goods shall pass to the Customer on completion of delivery.

7. Price and payment

7.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier's published price list in force as at the date the Contract came into existence.

7.2 No extra charges shall be effective unless agreed in writing with the Customer.

7.3 The Supplier may invoice the Customer for the price of the Goods plus VAT at the prevailing rate (if applicable) on or at any time after the completion of delivery. The Supplier shall ensure that the invoice includes the date of the Order, the invoice number [, the Customer's order number], the Supplier's VAT registration number and any supporting documents that the Customer may reasonably require.

7.4 Unless otherwise agreed in the Customer’s purchase order, the Customer shall pay correctly rendered invoices within 30 days of receipt of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier.

7.5 Where the relevant Customer purchase order states that the purchase is contingent on the onward sale of the Goods to a Customer’s buyer, the Supplier acknowledges that the Customer shall not be liable to complete the order in circumstances where the Customer’s buyer decides not to proceed with the onward sale. The Customer shall notify the Supplier as soon as reasonably practicable where the circumstances in this clause 7.5 arise. The Supplier also agrees that where an onward sale has been indicated in the Customer’s purchase order, the Customer shall only be required to make payment once it has received payment in cleared funds from the Customer’s buyer.

8. Indemnity

8.1 The Supplier shall indemnify the Customer against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other [reasonable] professional costs and expenses) suffered or incurred by the Customer as a result of or in connection with:

1. any claim made against the Customer for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the manufacture, supply or use of the Goods, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;
2. any claim made against the Customer by a third party for death, personal injury or damage to property arising out of or in connection with defects in Goods, to the extent that the defects in the Goods are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and
3. any claim made against the Customer by a third party arising out of or in connection with the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors.

8.2 This clause ‎8 shall survive termination of the Contract.

9. Insurance

During the term of the Contract, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract and shall produce to the Customer on demand both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.

10. Term and Termination

10.1 This Contract shall continue for twelve (12) months unless terminated earlier. The Customer may terminate the Contract in whole or in part at any time before delivery of the Goods with immediate effect by giving the Supplier written notice, whereupon the Supplier shall discontinue all work on the Contract.

11. Confidentiality

11.1 Each party undertakes that it shall not at any time during the Contract and for a period of one year after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause ‎11.2.

11.2 Each party may disclose the other party's confidential information:

1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause ‎11; and
2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3 Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.]

12. General

12.1 Entire agreement.

1. The Contract constitutes the entire agreement between the parties.
2. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in the Contract.

12.2 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Customer.

12.3 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the laws of the Emirate of Dubai, and the parties submit to the exclusive jurisdiction of the courts of Dubai (excluding DIFC).