Disclaimer: Seller disclaims any express or implied warranty of any kind, including without limitation any warranties against hidden defects, non-infringement of third party rights, warranty of merchantability or fitness for a particular purpose.
Limitation: For any transaction, if damages are awarded to Customer despite the Customer’s waiver of remedies above, Seller’s liability for damages to Customer for any reason shall not exceed the total of all payments actually made by Customer to Seller in respect of that transaction.
Indirect Damages: Customer shall not in any event be entitled to, and Seller shall not be liable for, indirect, special, incidental or consequential damages of any nature including, without limitation, business interruption costs, removal and/or reinstallation costs, loss of profit or revenue, loss of data, promotional or manufacturing expenses, overhead, injury to reputation or loss of customers, even if Seller has been advised of the possibility of such damages. Customer's recovery from Seller for any claim shall not exceed Customer's purchase price for the product giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty, or otherwise.
Limitation Period: No action by Customer may be brought at any time for any reason against Seller more than 12 months after the facts occurred upon which the cause of action arose.
Customer acknowledges that any breach of this Agreement would cause more than monetary damages to Seller, and would result in irreparable disruption and injury to Seller’s business. Considering the inadequacy of monetary damages to compensate the Seller for any breach by Customer, Seller shall be entitled to obtain an injunction against the threatened or continued breach of this Agreement, without need to prove actual damages, and without need to post a bond or surety, if allowed by applicable law.
This Agreement and the legal relations of the parties will be governed by the laws of the United Arab Emirates. The courts of Abu Dhabi shall have exclusive jurisdiction over all disputes relating to the Agreement. The Seller may, at the Seller’s sole discretion, elect arbitration and the procedures to govern the arbitration with respect to any claims asserted by or against the Seller. Any court having jurisdiction over the matter may render judgment on the arbitration award.
Seller shall not be liable for its inability to supply any Product or failure to deliver due to causes beyond Seller’s reasonable control including, but not limited to, acts of God, natural or artificial disaster, riot, war, strike, delay by carrier, shortage of Product, acts or omissions of other parties, acts or omissions of civil or military authority, government actions, changes in law, material shortages, fire, strikes, floods, epidemics, quarantine restrictions, acts of terrorism, delays in transportation or inability to obtain labor, materials or Products through its regular sources, which shall be considered as an event of force majeure excusing Seller from performance and barring remedies for non-performance. In an event of force majeure condition, the Seller’s time for performance shall be extended for a period equal to the time lost as a consequence of the force majeure condition without subjecting Seller to any liability or penalty. Seller may, at its option, cancel the remaining performance, without any liability or penalty, by giving notice of such cancellation to Customer.
This Agreement (together with any agreements, policies or terms incorporated by reference) shall constitute the complete, final and exclusive statement of the terms of the Agreement between the parties with respect to the subject matter of this Agreement and the transactions between the parties and shall not be modified or rescinded, except by a writing signed by Seller and Customer. The provisions of this Agreement supersede all prior oral and written quotations, communications, agreements, and understandings of the parties with respect to the subject matter of this Agreement. Products furnished and services rendered by Seller are done so only in accordance with these terms and conditions.
The parties are independent contractors. The Agreement does not establish a joint venture, partnership or agency relationship. As used herein, terms appearing in the singular shall include the plural and terms appearing in the plural shall include the singular. No rights, duties, agreements or obligations hereunder may be assigned or transferred by Customer, by operation of law, merger or otherwise, without the prior written consent of Seller. Any attempted or purported assignment shall be void. Seller's obligations under these terms and conditions may be performed by divisions, subsidiaries or affiliates of Seller. Customer shall continue to be bound to the agreement regardless of Seller’s change of control. The obligations, rights, terms and conditions hereof shall be binding on the parties hereto and their respective successors and assigns. The waiver of any provision hereof or of any breach or default hereunder shall not be deemed a waiver of any other provision hereof or breach or default hereunder. Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.
Customer is hereby notified that Seller may record Customer’s telephone conversations and use such recordings for purposes including but not limited to staff training, quality control, and monitoring and recording the details of the Orders or Customer requests. Seller reserves the right to report any default or late payment of Customer to trade and credit agencies, or any other organization as the Seller may deem appropriate.
Any notice under this contract shall be in writing (which may include e-mail) and may be served by leaving it or sending it to the address of the other party, in a manner that ensures receipt of the notice can be proved. E-mail verification tools, including read notifications, may constitute proof of receipt of notice. Seller may provide Customer with notice by email or posting on its website. Notice will be deemed given twenty-four hours after Seller’s email is sent, unless Customer notifies Seller that the email address is invalid. Notice posted on the Seller’s website shall be deemed given ten (10) days following the initial posting. Seller may obtain confirmation of email receipt from Customer’s internet service provider (“ISP”). If the Customer’s ISP requires Customer’s consent for the foregoing, the Customer shall be deemed to have given this consent. Customer shall provide further proof of this consent at any time on Seller’s request.