Based on these General Terms and Conditions (GTC) between the client and the provider DMCC
Jumeirah Bay X3, 2710
P.O. Box 338563
Dubai, United Arab Emirates
License Number: DMCC-33924
hereinafter referred to as providers, this contract is signed.
General Terms and Conditions
- 1 Scope
Through this agreement, the sale and delivery of goods for flavours for all commercial sales contracts between the provider and their clients is regulated and, if not, a specific agreement has been signed instead. Deviation or complementing conditions shall only become valid if the provider acknowledges these contents in written form signed by both parties.
- 2 Conclusion of contract outside the shop
The client can place its order through different communication channels (e.g. Email, phone). Price quotes by the sales representatives are a non-binding solicitation of an order by the client, which the provider can accept. Any client order will be registered in the shop system without further required permission by the client. Thereafter, an automatically generated order confirmation will be sent which is not a legally binding declaration. The contract becomes valid with the sending of the payment (pre-payment) or sending of the goods or providing of the service (post-payment).
- 4 Duration of contract
The contract is concluded for an indefinite period.
- 5 Prices, shipping costs, return costs
In addition to the final product prices, shipping and delivery costs including taxes/tariffs (depending on shipping method and country), if applicable, are added to the purchase price. If a right of withdrawal is applied, the client shall bear the cost of returning the goods.
- 6 Terms of payment
The client has only the following options for payment: pre-payment. Other payment methods are not available.
- 7 Delivery
Goods will be sent immediately after the finishing of production. Shipping dates and expected delivery date will be communicated by the sales team after the confirmation of the order has been received. Shipping dates are only an indication and not legally binding. In the case of Force Majeure or operating failures occurring at the provider and/or a supplier which impede the provider without any fault on his behalf to deliver on the agreed date, the agreed delivery dates shall be extended accordingly. In the case of a delivery delay of more than two months, the provider and the client may both rescind from the contract by way of written declaration. Other rights of rescission shall remain unaffected. Any liability for delays in delivery is excluded for a delivery delay attributable to the provider.
The provider is entitled to make partial deliveries and partial performances at any time, provided this is reasonable for the client.
- 8 Passing of risk, consignment, packaging
Unless agreed otherwise in individual cases, consignment is ex works (EXW). Additional individual delivery requirements shall be made in writing and signed by both parties.
- 9 Use of products and information
Samples, product information (product specifications, MSDS, etc.), formulations, and similar information received from the provider are only to be made available to third parties with prior written consent from the provider. Products are not to be made available to direct or indirect competition. The provider reserves the right to claim the full resulting damage in case of any violations. All disclosures of ingredients will only be made with an additional written confidentiality contract upon client request.
- 10 Retention of title
Until reception of full payment the goods remain the property of the provider. In case of default, the provider is entitled, upon expiry of an appropriate deadline, to take back the goods subject to retention of title and to sell the goods on the free market. After deducting an appropriate amount for sale costs, the proceeds of the sale shall be offset with the receivables due by the client.
- 11 Warranty
The warranty is in accordance with statutory provisions. Specifications in the contract do not represent any guarantee of quality and/or durability.
- 12 Liability
The provider shall be liable in case of intent or gross negligence of an employee in accordance with statutory provisions. Apart from that, the provider shall be liable only for injury of life, body or health or due to a culpable breach of substantial contractual duties. However, the claim for compensation for the breach of substantial contractual duties is limited to the damage that is typical for the contract and foreseeable. Liability for damages to other legal goods of the client caused by the delivery item is excluded.
The provision of the above stated paragraph is extended to all compensations, no matter for which legal reason, in particular due to flaws, breach of duties under the contractual obligation or tort. It applies also to the claim for compensation of futile expenses. Liability in case of default is regulated in a final manner in § 3. Liability according to the Product Liability Act remains unaffected. A change of burden of proof to the detriment of the client is not linked to the above stated provisions.
- 13 Severability
The invalidity of any provision of these Terms and Conditions will not affect the validity of the remaining provisions.
- 14 Place of execution, venue, applicable law
The sole venue for all disputes arising between the client and the provider from the contracts concluded is Zurich. The provider is entitled to sue its client also in its general place of jurisdiction or in a different legal jurisdiction.
The contractual relations between the parties are subject to German property law. The application of the uniform UN-Purchase Law (United Nations Convention on Contracts for the International Sale of Goods – CISG) is excluded.
Place of execution is the head office of the provider.