SHEFA Group

International Conditions of Sale for Customers Resident in the Middle East / GCC Countries

I. Application of the International Conditions of Sale

These International Conditions of Sale apply to all customers of Shefa Group FZE - hereinafter referred to as Shefa - whose relevant place of business is not in United Arab Emirates and their Free Zones. For customers whose place of business is in the United Arab Emirates and their Free Zones, the General Conditions of Sale of Shefa apply, which will be forwarded on request. In each case, the relevant place of business is the one which concludes the contract in its own name.
These International Conditions of Sale apply to all contracts whose preponderant object is the supply of goods and Service to customers. Additional obligations assumed by Shefa do not affect the application of these International Conditions of Sale.
Conflicting or differing terms of business of the customer do not bind Shefa, even if Shefa does not explicitly object to them or even if Shefa unconditionally renders performance or accepts the customer's performance irrespective of the customer's conflicting or differing terms of business. The provisions of this paragraph equally apply insofar as the terms of business of the customer, irrespective of the contents of these International Conditions of Sale, deviate from statutory provisions.
These International Conditions of Sale do not apply, if the customer buys the goods for personal, use and if Shefa knew or should have known that at the conclusion of the contract.

II. Formation of the Contract

The customer is under an obligation to give written notice to Shefa prior to the formation of a contract if the goods to be delivered are to be fit not only for normal use or will be used in circumstances which are unusual or which present a particular risk to health, safety or the environment, or which require a more demanding use or if there is a risk of atypical damages or unusual amounts of loss.
Orders of the customer are to be put in writing. If the customer's order deviates from the proposal or the tender submitted by Shefa, the customer will emphasize the differences as such.
All orders, in particular also those received by employees of Shefa, will take effect exclusively if followed by a written acknowledgement of the order by Shefa. The written acknowledgement of the order can be put down as well as pro-forma-invoice. The actual delivery of the goods ordered, any other conduct of Klingspor or silence on the part of Shefa does not allow the customer to assume the formation of the contract. Shefa can dispatch such written acknowledgement of the order up to and including 14 calendar days after the customer's order has been received by Klingspor. Until this time, the customer's order is irrevocable.
The written acknowledgement of the order by Shefa shall be received in time, if it is received by the customer within 14 calendar days after its date of issue. The customer will inform Shefa without delay, if the written acknowledgement of the order is received with some delay.
The written acknowledgement of the order by Shefa sets out all the terms of the contract and brings the contract into effect even if - except for the price for the goods and the quantity to be delivered - the written acknowledgement is not consistent with the declarations of the customer in every respect, especially with reference to the exclusive application of these International Conditions of Sale. Particular wishes of the customer, namely warranties or guarantees with reference to the goods or the performance of the contract therefore require express written confirmation by Shefa in every case. The contract will only fail to come into existence if the customer objects in writing that the acknowledgement of the order by Shefa is not consistent with the declarations of the customer in every respect and specifies the deviations in writing and the objection is received by Shefa within a short time, at the latest seven calendar days after receipt of the written acknowledgement of the order by the customer.
Shefa employees, commercial dealers or other sales intermediaries are not authorized to dispense with the requirement of a written acknowledgement of the order by Shefa or to make promises which differ from its content or guarantees. If and to what extent such persons are authorized to make or receive declarations with effect for or against Shefa, is to be determined according to UAE law.
Changes to the concluded contract likewise require written confirmation by Shefa.

III. Obligations of Shefa

Subject to an exemption according to section VII.-#. B) Shefa must deliver the goods specified in the written acknowledgement of the order and transfer the property in the goods. Shefa is not obliged to perform obligations not stated in the written acknowledgment of the order by Shefa or in these International Conditions of Sale; in particular Shefa is under no obligation to deliver accessories not explicitly listed, to install additional safety devices, to carry out assemblies or to advise the customer. Shefa is in no case liable to perform duties associated with the putting of the goods into circulation outside UAE.
Shefa obligations under the contract made with the customer are owed only to the customer. Third parties not involved in the conclusion of the contract, in particular the customer's clients, are not entitled to request delivery to be made to them or to bring any other contractual claim against Shefa. The customer's responsibility to take delivery continues to exist even if it assigns rights to third parties. The customer gives Shefa an unlimited indemnity against all claims made by third parties against Shefa out of the contract made with the customer. The indemnity includes in particular the reimbursement of expenses incurred by Shefa and is granted by the customer waiving any further conditions or other objections, in particular waiving any defense of limitation.
Shefa undertakes to deliver goods of average kind and quality taking account of the tolerances customary in trade concerning the kind, quantity, quality and packaging. If the goods cannot be delivered in the condition offered at the time of the formation of the contract because technical improvements to goods of series production were made, Shefa is entitled to deliver the goods with the improvements. Shefa is entitled to make part deliveries and to invoice them separately. Slight discrepancies in the color of the product are not considered as a defect, and therefore do not authorize a complaint.
If further specification is required in relation to the goods to be delivered, Shefa will carry this out having regard to its own interests and to the identifiable and legitimate interests of the customer. A request to the customer to specify the goods, or to participate in the specification, is not required. Shefa does not undertake to inform the customer of the specification it has made or to give the customer the option of a differing specification.
Shefa undertakes to place the goods at disposal for collection by the customer at the agreed time of delivery at the place of delivery indicated in the written acknowledgement of the order or by way of precaution at its premises or in other Production Factories. Previous separation or marking of the goods or notification to the customer of the goods being placed at disposal is not required. Shefa is not obliged to arrange for the shipment of the goods or to insure the goods. Under no circumstances, not even when INCOTERMS are agreed Shefa is obliged to inform the customer of the delivery or to examine the goods with respect to their conformity with the contract on the occasion of delivery. The agreement of INCOTERMS in Group F, Group C or Group D or of clauses such as "delivery free………." or similar ones merely involve a variation of the provisions as to the transportation and the transportation costs; moreover, the provisions laid down in these International Conditions of Sale continue to apply.
Agreed delivery time periods or delivery dates are subject to the customers procuring any required documents releases permits, approvals, licenses or any other authorizations or consents in sufficient time, opening letters of credit and/or making down-payments as agreed and performing all other obligations incumbent upon it properly and in good time. Moreover, agreed delivery time-periods begin on the date of the written acknowledgement of the order by Shefa. Shefa is entitled to deliver earlier than at the agreed delivery time.
Without prejudice to its continuing legal rights, Shefa is entitled to fulfill its obligations after the delivery time agreed upon, if it informs the customer that it will exceed the delivery time limit and of the time period for late performance. Subject to the aforesaid conditions, Shefa is entitled to make repeated attempts at late performance. The customer can object to late performance within reasonable time, if the late performance is unreasonable. An objection is only effective, if it is received by Shefa before commencing late performance. Shefa will reimburse necessary additional expenditure, proven and incurred by the customer as a result of exceeding the delivery time to the extent that Shefa is liable for this under the provisions laid down in section VII.
Risks as to price and performance even in relation to goods which are not clearly identifiable to the contract and without it being necessary for Shefa to give notice, pass to the customer at the latest as soon as the loading of the goods has begun or as soon as the customer does not take delivery in accordance with the contract or title to the goods has passed to the customer. The loading of the goods is part of the customer's obligations. The agreement of INCOTERMS in Group F, Group C or Group D or of clauses such as "delivery free….." or similar ones merely involve a variation of the provisions as to the transportation and the transportation costs; moreover, the provisions laid down in these International Conditions of Sale continue to apply.
Shefa is not obliged to procure documents or certificates not expressly agreed, to obtain any licenses, authorizations or other documents necessary for the export, transit or import, to satisfy security measures, such as the United States Container Security Initiative, in respect of containers or to procure customs clearance. However, Shefa renders at the customer's request, risk and expenses every assistance to the customer. The agreement of INCOTERMS in Group F, Group C or Group D or of clauses such as "delivery free……" or similar ones merely involve a variation of the provisions as to the transportation and the transportation costs; moreover, the provisions laid down in these International Conditions of Sale continue to apply.
Agreed delivery time periods or delivery dates are subject to the customers procuring any required documents releases permits, approvals, licenses or any other authorizations or consents in sufficient time, opening letters of credit and/or making down-payments as agreed and performing all other obligations incumbent upon it properly and in good time. Moreover, agreed delivery time-periods begin on the date of the written acknowledgement of the order by Shefa. Shefa is entitled to deliver earlier than at the agreed delivery time.
Without prejudice to its continuing legal rights, Shefa is entitled to fulfill its obligations after the delivery time agreed upon, if it informs the customer that it will exceed the delivery time limit and of the time period for late performance. Subject to the aforesaid conditions, Shefa is entitled to make repeated attempts at late performance. The customer can object to late performance within reasonable time, if the late performance is unreasonable. An objection is only effective, if it is received by Shefa before commencing late performance. Shefa will reimburse necessary additional expenditure, proven and incurred by the customer as a result of exceeding the delivery time to the extent that Shefa is liable for this under the provisions laid down in section VII.
Risks as to price and performance even in relation to goods which are not clearly identifiable to the contract and without it being necessary for Shefa to give notice, pass to the customer at the latest as soon as the loading of the goods has begun or as soon as the customer does not take delivery in accordance with the contract or title to the goods has passed to the customer. The loading of the goods is part of the customer's obligations. The agreement of INCOTERMS in Group F, Group C or Group D or of clauses such as "delivery free….." or similar ones merely involve a variation of the provisions as to the transportation and the transportation costs; moreover, the provisions laid down in these International Conditions of Sale continue to apply.
Shefa is not obliged to procure documents or certificates not expressly agreed, to obtain any licenses, authorizations or other documents necessary for the export, transit or import, to satisfy security measures, such as the United States Container Security Initiative, in respect of containers or to procure customs clearance. However, Shefa renders at the customer's request, risk and expenses every assistance to the customer. The agreement of INCOTERMS in Group F, Group C or Group D or of clauses such as "delivery free……" or similar ones merely involve a variation of the provisions as to the transportation and the transportation costs; moreover, the provisions laid down in these International Conditions of Sale continue to apply.
Shefa is not obliged to bear levies, duties and charges accruing outside UAE, to comply with weight and measuring systems, packaging, labeling or marking requirements or registration or certification obligations applicable outside UAE or to comply with any other legal provisions applicable to the goods outside UAE. Shefa is not obliged to make available documents or other written materials about the goods in any language other than English or German or to take back according to legal provisions regarding waste-disposal from the customer or a third party goods delivered to the customer or packaging material. Irrespective of any statutory provisions, the customer shall at its own cost take care of or in any other way ensure renewed utilization, material recycling or otherwise prescribed waste-disposal of the goods delivered by Shefa to the customer and of the packaging material. The customer shall ensure that Shefa is released from all statutory duties to take back or otherwise dispose of the goods and from all rights of third parties in connection there wise. Shefa claims under this paragraph against the customer are not subject to any limitation of action until the expiry of two years from the ending of the use of the goods.
Without prejudice to its continuing legal rights, Shefa is entitled to suspend the performance of its obligations so long as, in the opinion of Shefa, there are grounds for concern that the customer will wholly or partly fail to fulfill its obligations in accordance with the contract. In particular, the right to suspend arises if the customer insufficiently performs its obligations to enable payment to Shefa or a third party or pays late or if the limit set by a credit insurer has been exceeded or will be exceeded with the forthcoming delivery. Instead of suspending performance Shefa is entitled at its own discretion to make future deliveries, even if confirmed, conditional on payment in advance or on opening of a letter of credit confirmed by one of the big UAE commercial banks. Shefa is not required to continue with performance of its obligations, if an assurance given by the customer to avoid the suspension does not provide adequate security or could be challenged pursuant to an applicable law.
Except as provided in section III.-3., Shefa is only obliged to inform the customer of possible disruption in performance, once the commencement of the disruption is definitely certain for Shefa.

IV. Price for the goods, Payment and Taking Delivery of the Goods

Irrespective of continuing obligations of the customer to guarantee or to enable payment, the customer undertakes to pay the agreed price for the goods in the currency specified in the written acknowledgement of the order transferring it without deduction and free of expenses and costs to the financial institution designated by Shefa. To the extent that a price for the goods has not been agreed, the price which is at the agreed time of delivery Shefa usual price for the goods will apply. Shefa employees, commercial agents or other sales intermediaries are not authorized to accept payments.
The Minimum value per bulk order is EUR 2.500,--, insofar as no special agreements have been made.
The payment to be made by the customer is in any event due for payment at the time specified in the written acknowledgement of the order, or otherwise on receipt of the invoice. The due time for payment arises without any further pre-condition and, in particular, does not depend on whether the customer has already taken delivery of the goods and/or the documents and/or has had an opportunity to examine the goods. The periods granted for payment will cease to apply and outstanding accounts will be due for immediate payment, if insolvency proceedings relating to the assets of the customer are applied for or commenced, if the customer without providing a justifiable reason does not meet fundamental obligations due towards Shefa or towards third Parties, if the customer has provided inaccurate information regarding his creditworthiness or if the cover given by a credit insurer is reduced on grounds for which Shefa is not responsible.
The customer warrants that all legal requirements and documentations for the fiscal treatment regarding value added tax of the delivery and/or any service will be fulfilled. To the extent that Shefa has to pay any fine or Tax in the UAE and/or foreign value added tax, the customer will indemnify Shefa in all and every respect without prejudice to any continuing claim by Shefa. The indemnity is granted by the customer waiving any further requirements or other defenses, in particular waiving the defense of limitation or prescription and also includes the reimbursement of the expenses incurred by Shefa.
Regardless of the currency and of the jurisdiction of any court, Shefa is entitled at its own discretion to set off incoming payments against claims existing against the customer by virtue of its own or assigned rights at the time of payment.
Any statutory rights of the customer to set-off against claims of Shefa are excluded, except where the corresponding claim of the customer is in the same currency, is founded in the customer's own right and has either been finally adjudicated or is due and undisputed.
Any statutory rights of the customer to suspend payment or to suspend taking delivery of the goods or to raise defenses or counterclaims are excluded, except where despite written warning by the customer Shefa has committed a fundamental breach of its obligations due and arising out of the same contractual relationship, and has not offered any adequate assurance.
The customer undertakes to take delivery of the goods at the delivery time without taking any additional period of time and at the place of delivery indicated in the written acknowledgement of the order by Shefa or by way of precaution at the premises of Shefa in UAE. The customer is only entitled to refuse to take delivery of the goods if it avoids the contract in accordance with the rules in section VI.-1.

V. Delivery of non-conforming Goods or Goods with Defective Title

Without prejudice to any exclusion or reduction of liability of the seller provided by law, delivery does not conform with the contract if the customer proves that, taking into account the terms in section III., at the time the risk passes the packaging, quantity, quality or the description of the goods is significantly different to the specifications laid down in the written acknowledgement of the order, or in the absence of agreed specifications, the goods are not fit for the purpose which is usual in UAE. Even if the goods would have been non-conforming according to the legal requirements UAE, the goods shall be deemed to conform to the contract, to the extent that the legal requirements applicable at the place of business of the customer do not impede the usual use of the goods.
To the extent that the written acknowledgement of the order by Shefa does not contain an explicit statement to the contrary, Shefa is in particular not liable for the goods being fit for a purpose which is not usual in UAE or for complying with further reaching expectations of the customer or for possessing the qualities of a sample or a model or for their compliance with the legal requirements existing outside of UAE, for instance in the customer's country. Any assurance or guarantee required by the customer must always be agreed to as such in the written acknowledgement of the order, also in subsequent dealings. Shefa shall also not be liable for any non-conformity with the contract occurring after the time the risk has passed. To the extent that the customer, either himself or through third parties, initiates the removal of non-conformities without the prior consent of Shefa, Shefa will be released from its liability.
The customer is obliged vis-à-vis Shefa to examine every single delivery comprehensively for any discoverable or typical lack of conformity with the contract at the place of delivery and moreover as required by law.
Without prejudice to any exclusion or reduction of liability of the seller provided by law, the goods delivered have a deficiency in title if the customer proves that the goods are not free from enforceable rights or claims of third parties at the time risk passes. Without prejudice to further legal requirements, third parties rights or claims founded on industrial or other intellectual property constitute a deficiency in title only to the extent that the rights are registered and made public in UAE and prevent the usual use of the goods in UAE. Irrespective of the legal requirements applicable in UAE, title to the goods is not defective, to the extent that the legal requirements applicable at the place of business of the customer do not impede the usual use of the goods.
The customer is obliged vis-à-vis Shefa to give notice to Shefa of any lack of conformity with the contract or any deficiency in title, and in any event directly and in writing. Such notice has to be formulated in such a precise manner as to enable Shefa to effect remedy measures without need for further requests and to secure possible claims against Shefa suppliers and moreover as required by law. Shefa employees, commercial agents or other sales intermediaries are not authorized to accept notices or to make any statements concerning lack of conformity with the contact or of title and its consequences.
Following due notice according to section V.-5., the customer can rely on the remedies provided by these International conditions of Sale. The customer has no other rights or claims whatsoever and no claims of a non-contractual nature. In the event of notice not having been properly given, the customer may only rely on remedies if Shefa has fraudulently concealed the lack of conformity with the contract or the deficiency in title. The customer's remedies for deficiency in title are subject to the same statute of limitations as are the remedies for lack of conformity. Statements by Shefa as to the lack of conformity with the contract or as to the deficiency in title are for the purpose of explaining the factual position only, but do not entail any waiver by Shefa of the requirement of proper notice.
The customer is not entitled to remedies for delivery of non-conforming goods or goods with a deficiency in title, insofar as the customer is liable vis-à-vis third parties for conditions of the goods or their fitness for a use which are not subject of the agreement with Shefa, or if the costumer' claim is based on foreign law not in force in UAE.
To the extent that the customer in accordance with the terms of these International Conditions of Sale is entitled to remedies because of delivery of non-conforming goods or goods with defective title, it is entitled to demand in accordance with the terms of the UN Sales Convention delivery of substitute goods or repair or to reduce the price for the goods. The delivery of substitute goods or repair does not lead to a recommencement of the limitation period. The reduction of the price for the goods is limited to the damages suffered by the customer. Further claims for performance are not available to the customer. Irrespective of the customer's remedies, Shefa is always entitled in accordance with the provision in section III.-3. To repair goods which do not conform with the contract or to supply substitute goods or to avert the customer's remedies by giving it a credit note of an appropriate amount.

VI. Avoidance of the Contract

The customer is only entitled to declare the contact avoided, if the respective applicable legal requirements are complied with, after it has threatened Shefa with avoidance of the contract in writing and an additional period of time of reasonable length for performance fixed in writing has expired to no avail. If the customer claims delivery of substitute goods, repair or other performance, it is bound for a reasonable period of time to the chosen remedy, without being able to exercise the right of declaring the contract avoided. In any event, the customer must give notice of avoidance of the contract within reasonable time in writing and to Shefa directly.
Without prejudice to its continuing legal rights, Shefa is entitled to avoid the contract in whole or in part without compensation if the customer objects to the application of these International Conditions of Sale, if the written acknowledgement of the order by Shefa is received by the customer more than 14 calendar days after its date of issue, if insolvency proceedings relating to the assets of the customer are applied for or commenced, if the customer without providing a justifiable reason does not meet fundamental obligations due towards Shefa or towards third parties, if the customer has provided inaccurate information regarding it creditworthiness, if the cover given by a credit insurer is reduced on grounds for which Shefa is not responsible, if Shefa through no fault of its own does not receive supplies properly or on time, or if for other reasons Shefa cannot be expected to fulfill its obligations by means which taking into consideration its own interests and that of the customer as far as ascertainable and legitimate at the time of formation of the contact, are unreasonable in particular in relation to the agreed counter-performance.

VII. Damages

On the basis of the contact with the customer or in consequence of the contractual negotiations carried on with the customer Shefa is only obliged to pay damages in accordance with the following provisions:
- The customer is required in the first instance to rely on other remedies and can only claim damages in the event of a continuing deficiency. The customer cannot claim damages as an alternative to other remedies.
- Shefa is not liable for the conduct of suppliers or subcontractors or for damages to which the customer has contributed. Neither is Shefa liable for impediments which occur, as a consequence of natural or political events, acts of state, industrial disputes, sabotage, accidents, terrorism biological, physical or chemical processes or similar circumstances and which cannot be controlled by Shefa with reasonable means. Moreover, Shefa is only liable to the extent that the customer proves that the executive bodies or members of staff of Shefa deliberately or in circumstances amounting to gross negligence have breached contractual obligations owed to the customer.
- In the event of liability Shefa will compensate within the limits of lit. d) the losses of the customer to the extent that the customer proves that it has suffered an unavoidable loss caused by the breach of contractual obligations by Shefa and foreseeable to Shefa, at the time of the formation of the contract in respect of the occurrence of the loss and its amount. Moreover, the customer is required to mitigate its loss as soon as a breach of contract is or ought to be known.
- Shefa is not liable for loss of profit or damage to reputation.
- For breach of contractual obligations owed to the customer, Shefa is obliged to pay damages exclusively in accordance with the provisions of these International conditions of Sale. An Every reliance on concurrent bases of claim, in particular of a non-contractual nature, is excluded. Equally excluded is any recourse against Shefa company organs, employees, servants, members of staff, representatives and /or those employed by Shefa in the performance of its obligations on grounds of breach of contractual obligations owed by Shefa.
- Insofar as the limitation period may not already have barred the claim, claims for damages brought by the customer are excluded after six months beginning with the rejection of the claim for damages by Shefa.
Irrespective of Shefa continuing legal or contractual claims the customer is obliged to pay damages to Shefa as follows:
- In the event of delay in payment the customer will pay the costs of judicial and extra-judicial means and proceedings, usual and accruing within the country and abroad, as well as (without evidence being necessary) interest at the rate applicable UAE for unsecured shot-term loans in the agreed currency, at least however interest at 8 per-cent points over the base rate of the UAE Central Bank (Central Bank of the UAE).
- In the case of a failure to take delivery of the goods by the customer or of seriously late taking delivery of the goods by the customer, Shefa is entitled to claim damages without evidence being necessary up to 100 per cent of the value of the goods to be delivered.
Within the bounds of what is legally possible as well as within what is usual in the trade, the customer is in its commercial relationships with its clients obliged to limit its liability both in principle and in amount.

VIII. Other Provisions

Title of the goods that have been delivered remains with Shefa until settlement of all claims existing against the customer. The allocation of risk as to price and performance in section III.-8.is not affected by the reservation of title.
The customer shall, without any demand being necessary, inform Shefa if Shefa has to observe any particular duties of reporting or registration or providing information or prior notification or retaining documents or any other requirements for access to market, under the provisions in force in the customer's country or in the country where the goods are to be used. Moreover, the customer will monitor the delivered goods in the market and inform Shefa directly and in writing of any concern that the goods might pose a risk to third parties.
Without prejudice to Shefa continuing claims, the customer will indemnify Shefa without limit against all claims of third parties which are brought against Shefa on the grounds of product liability or similar provisions, to the extent that the liability is based on circumstances which - such as, for example, the presentation of the product - were caused by the customer or other third parties without express written consent of Shefa. In particular, the indemnity also includes the reimbursement for expenses incurred by Shefa and is granted by the customer waiving further conditions or other objections, in particular without requiring compliance with control and recall obligations, and waiving any defense of limitation.
In relation to pictures, drawings, calculations and other documents, which have been made available by Shefa in a material or electronic form, the latter reserves all proprietary rights, copyrights, other industrial property rights as well as know-how rights.
All communications, declarations, notices etc. are to be drawn up exclusively in English or German. Communications by means of fax or e-mail fulfill the requirement of being in writing.
In the case of late payment by the customer, without prejudice to Shefa continuing claims Shefa is entitled unilaterally and without compensation to modify the contract by reducing the customer's as well as its own contractual obligations. The reduction of contractual obligations applies solely to obligations of the customer and of Shefa which have not yet been performed at the time of the reduction and may only be made with the consequence that both the customer and Shefa have satisfied their contractual obligations and are not obliged to perform further. The reduction does not apply to performance already rendered nor to any remedies of Shefa.

IX. General Basis of Contracts

The place of performance and payment for all obligations arising from the legal relationship between Shefa and the customer is UAE. This provision also applies if Shefa assumes the costs of money remittance, renders performance for the customer somewhere else or payment is to be made in exchange of documents or goods or in the case of restitution of performances already rendered. The agreement of INCOTERMS or of clauses such as "delivery free….." or similar ones merely involve a variation of the provisions as to the transportation and the transportation costs; moreover, the provisions laid down in these International Conditions of Sale continue to apply. Shefa is also entitled to require payment at the place of business of the customer.
The United Nations convention of 11. April 1980: on Contracts for the International Sale of Goods (UN Sales Convention / CISG) in the English version as well as the usage in force in UAE governs the legal relationship with the customer. The UN Sales Convention applies, above and beyond its own area of application, and regardless of reservations adopted by other states, to all contracts to which these International Conditions of Sale are to be applied according to the provisions of section I. Where standard terms of business are used, the INCOTERMS 2010: of the International Chamber of Commerce apply taking into account the provisions stipulated in these International Conditions of Sale.
The formation of contract, including agreements as to the jurisdiction of courts and arbitrators, and the rights and obligations of the parties, also including pre-contractual and collateral obligations, as well as the interpretation are exclusively governed by the UN Sales Convention together with these International Conditions of Sale. Outside the application of the UN Sales Convention, the legal relationship between the parties is governed by the non-uniform Swiss law, namely by the Swiss Obligationenrecht.
All contractual and extra-contractual disputes arising out of or in connection with any contract and/or agreement to which these International Conditions of Sale apply, including any question as to its existence, validity or termination, the parties shall first seek to settle such dispute amicably. In the event such dispute cannot be settled within a period of : days calculated from the date of notice of such dispute given by either party, either party may refer the dispute to arbitration to be finally resolved according to the Rules of the London Court of International Arbitration (LCIA) without recourse to the ordinary courts of law. The tribunal shall consist of three arbitrators, one of them shall be nominated by the claimant, one of them by the defendant and the chairman shall be nominated by the LCIA, or if the amount in dispute is inferior to € 10.000, there shall be one arbitrator nominated by the LCIA. The place of the arbitration shall be in the country and the city at the place of business of the customer. The language of the arbitration shall be the English language. The arbitration award shall be issued in the English language.
If provisions of these International Conditions of Sale should be or become partly or wholly ineffective, the remaining arrangements will continue to apply. The parties are bound to replace the ineffective provision with a legally valid provision, as close as possible to the commercial meaning and purpose of the ineffective provision.

General Conditions

International Conditions of Sale for Customers Resident in the Middle East / GCC Countries