General Conditions of Sale

Zenith Global Trading LLC

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PREAMBLE

These General Conditions of Sale are applicable on any person, company, organization, community, group, authority, or government who has expressed interest, in writing or verbally, to purchase, procure, trade, export, recycle, reuse, store, or restore any of the products, materials, or services offered on sale by any of the executive, representative, agent, commission agent, associate, or employee of Zenith Global Trading LLC (hereinafter referred to as and includes us, we, our company, company, exporter, and seller, and shall also include, unless specified, our employees, agent, executive, representative, commission agent, and associate).

These conditions must be read together with all the Important Notes and Additional Conditions mentioned in the Sales Order Export document and will be binding upon the Buyer (hereinafter referred to as and includes shipper, customer, consignee, notify, guarantor, and trader). Any additional condition of sales or purchase represented by the Buyer shall not be applicable under any circumstance, even if not explicitly contested by the Seller. In case of conflict between any of the terms, notes, or conditions mentioned in the Sales Order Export and this General Conditions of Sale, the conditions and terms mentioned in the Sales Order Export will be applicable as binding and final.

Zenith Global Trading LLC reserves the right to add, amend, change, remove, alter, or revoke any or all General Conditions of Sale without giving prior notification to any of the customers.

Hereinafter, “communication” or “intimation” means any communication or intimation made in writing via email or any valid mode of digital electrical transmission through the official mail ID or personal or official mobile number of the sender and receiver competent to receive and send such email.

1. Contractual Agreement
1.1. Offer and Acceptance. All Sales Order Export documents shall be treated as a General Offer until:
a. Signed and stamped by the Buyer (or his authorized personnel) and returned to its sender/presenter/us.
b. The material in subject must be available during this period of offer and acceptance.
c. The acceptance must be communicated in writing via email to our/Buyer’s official mail ID competent to receive such emails/communication for a commercial transaction.

1.2. Offer Validity. All Sales Order Export documents and General Offers are subject to a limited period only, which may expire or be withdrawn without any written or prior intimation to its receiver (includes Buyer/agent of Buyer). We/our representative/sender/our employees shall not be held liable under any circumstances whatsoever for loss of trade/business to the receiver due to the expiry of offers made from time to time.

1.3. Binding Nature. A Sales Order Export document shall be considered as a Sales Contract between Zenith Global Trading LLC and the specified/mentioned customer only upon the fulfillment of the above-mentioned conditions. The following conditions shall be applicable on all correspondence of trade and communication until the completion of the contract, irrespective of whether these conditions are communicated/expressed/informed to the Buyer or not. All other relevant communication/correspondence standing in conflict/contradictory to any/all of the conditions mentioned herein shall be treated as null and void.

1.4. Amendments. Any alteration, amendment, addition, or subtraction of product, price, quality, quantity, delivery conditions, payment conditions, or supporting documents is subject to written intimation and acceptance by us.

2. Pricing, Payments, and Ownership
2.1. Invoicing. Unless otherwise expressed and agreed upon, the invoices shall be based on the weight of the goods on departure. We are allowed to effect partial deliveries. Furthermore, we are allowed to deliver plus/minus 10% of the contractual quantity.

2.2. Retention of Title. Ownership of goods remains with us until goods are paid in full, all the relevant documents mentioned in the sales contract and agreed upon are exchanged, and the quality of the goods/services has been duly accepted by the Buyer. The ownership of goods/services shall not pass to the Buyer before the Buyer has met in full all his obligations arising from his business relations with the Seller.

2.3. Solvency. Should doubts about the Buyer’s solvency or willingness to pay arise after the conclusion of the contract (such as, but not limited to, a delay in payment, reduction/cancellation of credit lines by Credit Insurance, etc.), the Seller shall be entitled to refuse performance of the contract until full payment has been made or full security for the payment has been provided.

2.4. Caveat Emptor. It is the responsibility of the Buyer to understand, evaluate, estimate, and inquire for all the relevant information regarding the goods/services offered in the contract. We take no responsibility in case of a misunderstanding by the Buyer regarding the product/services or its quality/usage/application/implication/expiration.

2.5. Prohibition on Brand Use. Under no circumstance (even if expressed or agreed) can the Buyer sell any or all of the goods/products/services supplied/exported to him by Zenith Global Trading LLC directly or indirectly under/using/representing the brand name/signature/logo/style of Zenith Global Trading LLC. The use of our name and style may lead to an inquiry under a serious criminal offense and a breach of trust and breach of contract.

2.6. Additional Charges. All charges will be charged extra, and we reserve the right to revise the price of the contract under any of the following circumstances arising anytime during the execution of the contract:
a. Additional or sudden imposition of extra cost/surcharge/duties/taxes arising out of a change of policy of the Government (of the importing, transshipping, or exporting country), Insurance Company, or Shipping Line.
b. Additional freight costs or insurance premiums or any other such cost arising due to a war-like situation, national or international emergency.
c. Imposition of a sudden increase in insurance premiums on all ships calling at the port or in their area.

2.7. Payment Terms. The invoiced amount shall be payable by the Buyer without any deduction, offset, or counterclaim into the account specified on the respective invoice. The Buyer shall bear all bank charges except those of the Seller’s bank.

2.8. Delayed Payments. We shall not be held liable in case of a delay in sending the documents of exports to the customer/bank/negotiating bank if there is a delay in making advances/payments/confirmation of documents/arranging an accepted letter of credit. Zenith Global Trading LLC shall not be compensating for any loss due to such reasons of delay. In the event of a delay in payment, we reserve the right to charge the Buyer with interest on arrears at the rate of 12% p.a. over the rate charged by Belgian banks for current account overdrafts of the currency of the invoice.

3. Claims and Remedies
3.1. Claim Notification. In case of a discrepancy, any claim by the Buyer regarding the quality/quantity/performance of the contract shall be accepted under the following circumstances:
a. The claim must be reported and notified to us in writing within 10 days from the date of receipt of the goods or within 15 days from the arrival of the goods at the final destination, whichever is earlier.
b. The claim must be supported with a copy of all relevant documents/communication exchanged for the shipment, material pictures offered (if any), unloading weight slips and other relevant docs stating proper release of consignment, unloading photos, material photos actually received, and pictures of the location where the materials have been unloaded.

3.2. Claim Settlement. The management (in the absence of a surveyor) or the surveyor’s decision will be final and binding regarding claim settlement. In the event of a justified claim, we shall have the right to replace the material or to credit the Buyer for the invoice value of the goods, which are the subject of the claim, against the return of the claimed goods. All claims shall be settled amicably as far as possible. In any case, the claim shall not exceed the invoice amount.

4. Delivery & Force Majeure
4.1. Delivery Time. Any delivery time stated shall only be binding if expressly confirmed and notified by the Seller in writing. The delivery time shall be deemed to have been observed if the Seller has, within the delivery time, dispatched the goods or advised that they are ready for dispatch. In the event of a delay, a reasonable extension of a minimum of 2 weeks to deliver the goods has to be accepted by the Buyer, without the right to claim damages due to such delay.

4.2. Buyer’s Responsibility. The Buyer will be responsible for any demurrage charges in the event of any delay in the unloading of the goods if the delivery date was accepted by the Buyer.

4.3. Force Majeure. The Seller shall be released from his obligation to fulfill this contract in case of natural calamity, unforeseen events such as a strike, lock-out, transportation blockage, war blockage, national emergency, those events which the law and jurisprudence deem force majeure, riots, financial failures of a shipping line or importing country, terrorist attacks on board or on a port of transshipment/destination/discharge, flood, frost, interruption to or lack of transportation, government regulations, or excessive sickness of personnel, irrespective of whether these circumstances affect the Seller or his suppliers.

5. Title, Risk, and Legal Compliance
5.1. Title and Risk. Notwithstanding delivery and the passing of risk, property in and title to the goods, including full legal and beneficial ownership, shall remain with us until we have received payment of the full price of (a) all goods and/or services of the subject of the contract, and (b) all other goods and/or services supplied by us to the Buyer under any contract whatsoever. Payment of the full price shall include, without limitation, the amount of any interest or other sum payable under the terms of this and all other contracts between the Buyer and us.

5.2. Transformation. The Buyer shall be entitled to transform the goods or to incorporate them in a new product or products. In that case, we reserve to ourselves the legal and equitable title to the final product or products into which the goods are incorporated or mixed. The Buyer shall store the final products separately, and property of these products shall remain with us until full payment has been made to us for the goods.

5.3. Resale. The Buyer may sell the goods in the normal course of his business, but on condition that the Buyer, in a fiduciary capacity as bailee of the goods, and for so long as he has not fully discharged his debt to us, shall hold and pursue claims for the proceeds of their sale equal to the price of the goods for and on behalf of us.

5.4. Legal Proceedings. The Buyer shall fully pursue such claims and, if necessary, shall recover the sums due by legal process. The Buyer shall, if so required by us, allow us to conduct in the Buyer’s name legal proceedings in respect of the monies due on the sale of the goods. Any sums recovered by us as a result of such proceedings shall be applied to the payment of the monies due to us from the Buyer and then to the reasonable costs incurred by us.

5.5. Identification of Goods. Prior to the sale of the goods, the Buyer shall, so far as reasonably practicable, store the goods separately from similar goods of the Buyer, mark the goods as our property, and shall not remove, obliterate, or in any manner alter any label, mark, or other means we may have of identifying the goods.

5.6. Buyer’s Responsibility. It is presumed that the customer is responsible and competent to import/trade the goods and services sold/exported by Zenith Global Trading LLC, and under no circumstances will we be held liable for a wrong declaration of facts and details of the shipper/customer/consignee/notify, goods/services, or the cost and value of sales/export to the Authority of the importing country/customs/Government of the importing country.

5.7. Ethical Conduct. We do not accept the responsibility for and participation in the misuse of the imported goods by the Buyer against the will of the society, government, and country. The usage, re-fabrication, recycling, manufacturing, or participation in manufacturing or depositing of the imported goods for a wrongful/illegal act with an intention to harm people, society, government, nature, or country, or to wage a war/destroy or hurt civilization is highly condemned and not supported by us. If we find the intention of the import to be harmful in any manner described above, we reserve complete rights to release ourselves from the performance of the contract, and it will also lead to the forfeiture of any/all payments made by the Buyer for the contract and the instigating of a criminal case in a UAE Court of Law.

6. Governing Law & Jurisdiction
Unless otherwise expressed and agreed, all litigation shall be subject to the jurisdiction and competence of the UAE Courts of Law. All laws, bylaws, rules, and regulations of the UAE Law shall be applied. In the absence of any provision, all decisions of the UAE Courts shall be binding upon both Buyer and Seller. This competence clause shall prevail over all other clauses retained in whatever document exchanged between the parties.