Abu Dhabi Vegetable oil Company- LLC (hereafter referred to as Advoc or Seller) a private limited liability company established in Abu Dhabi, UAE.
Buyer: the party who has entered into an agreement with us (Advoc) as hereinafter specified.
Agreement: the purchase and sale agreement under which we have committed ourselves to the Buyer to sell and deliver the hereinafter specified goods.
Goods: edible oils, fats and all other Goods sold by Advoc.
These general conditions of sale are applicable to all the offers made by Advoc and all the agreements, sales and ensuing deliveries of Goods by Advoc. All the provisions of these conditions apply to the parties concerned, unless both parties have explicitly agreed otherwise in writing. Merely a reference by the Buyer to purchase or other terms shall not be accepted by Advoc unless explicitly accepted in writing.
All offers made by Advoc are free of engagement unless stated otherwise in writing. Orders which have been placed orally or in writing shall be confirmed in writing (by letter, or email) by Advoc within one business day and Advoc shall only be bound after this written confirmation. Offers and promises made by representatives of Advoc are binding insofar as these have been confirmed by Advoc in writing.
4.1 Unless agreed otherwise, prices are net, inclusive of the material costs and packing as per the offered terms/Incoterms, and exclusive of tax and other levies, in the agreed currency.
4.2 Advoc prices are calculated on the basis of the existing monetary relations of national and foreign currencies, wage costs, factory overheads, raw materials prices, duties, taxes and other levies and subsidies, packing and transport costs etc. at the time when the agreement has been concluded. Advoc is entitled to revise the agreed price upwards in a reasonable way, if one of these components of the cost price increases significantly after the confirmation of the order, but prior to the delivery of the Goods.
4.3 If the agreed delivery date is exceeded by the Buyer, Advoc reserves the right to revise prices upwards if it deems appropriate.
5.1 The terms of delivery are agreed per transaction. All the agreed terms of delivery shall be applied in conformity with the ICC Inco-terms 2020.
5.2 Delivery terms shall take effect at the moment when the agreement has been concluded in accordance with clause 3, and when the Buyer has put all the documents, information, permits etc. necessary for the execution of the agreement at the disposal of Advoc, and when the agreed security of payment has been received by Advoc.
5.3 The delivery term is fixed on the basis of the existing circumstances at the time when the agreement is concluded. In case of delay due to a change in the said circumstances beyond Advoc’s control, the delivery term shall be extended to such an extent as may be reasonably expected and agreed upon.
5.4 If the delivered term is exceeded excessively – whatever the cause may be – the Buyer will be entitled to annul the agreement if Advoc has not yet performed within 14 days after receipt of a sufficient notice of default in writing.
5.5 Advoc maintains the right to deliver the Goods in partial lots.
5.6 Advoc will have the right to annul the agreement or the part of the agreement which has not been performed, by means of a written declaration to the Buyer without judicial intervention, and Advoc will have the right to re-claim the Goods already delivered but not yet paid for, as well as suspend her obligations, notwithstanding Advoc’s rights to compensation of costs, losses and interests, if any of the following circumstances occurs:
5.7 The Buyer shall not be entitled to deliveries from a new order if there exists a previous undelivered order for which Buyer has delayed the delivery. In such case, Advoc reserves the right either to supply from the new contract or suspend the new contract.
5.8 Buyer’s delay in receiving the goods or delay caused due to non-timely payment shall be subject to carry-over charges and/or cancellation of the order in part or full solely at Advoc’s discretion.
5.9 Damages in transit should be dealt with according to the delivery terms offered in the order. Under Ex-Works, FOB, FCA, FAS, CFR, CPT, CIF & CIP terms, all risks pass to the Buyer once the goods are made available at named place or loaded on to a means of transport (irrespective of who arranges and pays for the transport). The Buyer should make necessary insurance coverage to cover risks during transit.
5.10 Under CIP & CIF terms Advoc will extend all necessary assistance to Buyer in routing the claim to the insurance company subject to the terms of the insurance policy. Buyer must ensure compliance with insurance policy terms and conditions.
6.1 Unless explicitly agreed otherwise in writing, payment shall be made by the Buyer as per Advoc’s Offer. Payments shall be made in the agreed currency at one of our bank accounts, without the Buyer being entitled to any discount or counterclaim.
6.2 Payment shall be deemed to be effected when the amount due by the Buyer has been credited to the bank account of Advoc.
6.3 In the event of non-timely payment the Buyer shall be deemed to be in default with the payment, without a summons, notice of default or judicial intervention being required and he shall be due to pay an interest of 1% of the invoice amount for each month, or a part of the month, by which the expiry date has been exceeded and he shall also pay all the costs related to the collection of the claim. Furthermore, without prejudice to any further rights accruing to Advoc ensuing from the law or the agreement, Advoc is entitled, at its own discretion, either to consider the agreement dissolved or to suspend further deliveries, without judicial intervention being necessary.
6.4 The full purchase amount shall be recoverable forthwith in the case of non-payment within the agreed payment period, or when the Buyer goes bankrupt or if he is under legal control, or when suspension of payment is accorded to him, or when his possessions are being sequestered, or in case of his decease insofar this concerns a natural person or in the case of liquidation or winding-up of the Buyer’s company.
6.5 All costs, both judicial and extra-judicial including the costs of legal assistance, which Advoc incurs in the collection of its claim, shall be borne by the Buyer. The extra-judicial costs shall be fixed at 15% of the amount claimed.
Advoc is entitled to payment prior to delivery of Goods or sufficient security to comply with payment obligations.
8.1 Title of the Goods remains with Advoc until payment of the full value of the delivered Goods is received by Advoc, including the costs of collection and interest if any.
8.3 The Buyer commits himself to establish at first request a secret lien on the Goods delivered in favour of Advoc and, if possible, by means of a reservation on the transfer of Goods delivered, for all existing and future claims of Advoc on the Buyer, including all collection costs and interests.
The Goods delivered by Advoc meet the agreed specifications. Advoc makes no other warranties, express or implied, which extend beyond the agreed specifications. The implied warranty of fitness for a particular purpose is hereby disclaimed.
10.1 Advoc must be informed immediately upon receipt of the Goods by the Buyer, of any complaints in relation to the quality and/or quantity of the Goods. Defects which can only be ascertained at a later stage must be communicated immediately on their occurrence and in any case within 30 days from delivery date. If the Buyer does not observe the aforementioned stipulations, it will have no basis for any claims against Advoc.
10.2 In case of a complaint, the Buyer shall allow inspection of the delivered Goods by an expert or independent institute. If the complaint proves to be well founded the costs of inspection shall be borne by Advoc. If not, they shall be borne by the Buyer.
10.3 If and insofar the Goods are not in accordance with the agreed quality requirements, Advoc will, at its own discretion, either replace the Goods concerned by products of the same sort and quantity, or it will release the Buyer of the obligation to pay the amount of the invoice to the Goods. The Buyer cannot unilaterally claim annulment or nullification of the agreement, nor shall it have the right to suspend its commitments to Advoc.
10.4 Advoc guarantees that the delivered Goods comply with the legal safety and inspection demands of the country of origin and/or the country of destination.
10.5 Every guarantee entitlement becomes invalid if the Goods are not stored and/or handled in conformity with the instructions accompanying the Goods.
10.6 Complaints do not suspend the payment obligations of the Buyer, unless the Buyer has the explicit, written approval of Advoc.
10.7 The Goods may only be returned by the Buyer with the explicit written consent of Advoc.
11.1 Advoc explicitly retains all industrial and intellectual property rights on its delivered Goods.
11.2 Without the explicit approval of Advoc, the Buyer shall not be permitted to change the delivered Goods completely or partially or to give it another brand name or packing.
12.1 Any liability of Advoc ensuing from a shortcoming for which Advoc is to blame, is always limited to the net invoice value of the Goods or a percentage thereof.
12.2 With the exception of the previous stipulation, Advoc never has an obligation to compensate any damage, including any direct or indirect damage of whatever nature caused by any circumstances whatsoever, including profit foregone. Advoc is furthermore not liable for losses due to delay in delivery of the Goods.
12.3 The Buyer shall indemnify Advoc against claims – if any – by third parties for which Advoc cannot be held liable.
13.1 In the event that the Seller or the Buyer is unable to perform any of their respective obligations under the sales agreement by a Force Majeure event, including but not limited to Acts of God, war, civil insurrection, government action, fires, floods, epidemics, earthquakes, quarantine restrictions, freight disruptions, sanctions and embargoes etc, such delay shall not constitute breach of their agreement.
13.2 The Party on whose side Force Majeure occurred shall notify the other Party within 48 hours in writing of such condition and within fifteen days thereafter, shall send a certificate of the Force Majeure event issued by the competent Government Authorities where the event occurs as evidence thereof. In case the Force Majeure event lasts for more than 6 weeks, either Party shall have the right to cancel the agreement with a written notice to the other party.
14.1 Should any provision of these General Conditions be inapplicable or contrary to public order or the law, then only the provision concerned shall be disregarded but the General Terms will remain fully applicable.
14.2 Advoc retains explicitly the right to change the challenged provision in a legally valid way.
UAE law will apply to these General Terms of Sale and Delivery exclusively and all the agreements entered into by Advoc to the exclusion of the Vienna United Nations Convention on the International sale of Goods 1980 (C.I.S.G.).
All disputes between Advoc and the Buyer arising from the use of these General Conditions of Sale and Delivery and/or agreements based upon these conditions, which cannot be settled by mutual consultation, will be settled by the competent UAE court in Abu Dhabi.