• a. The following terms and conditions apply exclusively to all business relationships with our customers who are entrepreneurs, a legal entity under public law or special funds under public law. The buyer recognizes them as binding for him for the present contract and also for all future transactions, even if they are not separately agreed again in the future. Any deviating agreement requires our written confirmation.

  b. By placing the order, these general terms and conditions are accepted without any content, time or spatial restrictions. Deviating, conflicting or supplementary general terms and conditions of the buyer only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement of consent applies in any case, for example even if we carry out the delivery to the buyer without reservation with knowledge of the general terms and conditions of the buyer.

  c. Individual agreements made with the buyer on a case-by-case basis (including side agreements, additions and changes) always take precedence over these GTC. A written contract or written confirmation from the seller is authoritative for the content of such agreements.

  d. Legally relevant declarations and notifications that are to be submitted to us by the buyer after the conclusion of the contract must be made in writing to be effective.

  e. References to the validity of legal regulations are only used for clarification purposes. Even without such a clarification, the statutory provisions apply, unless they are directly amended or expressly excluded in these GTC.

a. All offers from the seller are subject to change and non-binding, unless they are expressly marked as binding or contain a specific acceptance period.
b. The order of the goods by the buyer is considered a binding contract offer. Unless otherwise stated in the order, the seller is entitled to accept this contract offer within fourteen days of our receipt.

c. The acceptance can either be declared in writing (e.g. by order confirmation) or by delivery of the goods to the buyer.
d. Details of the seller on the subject of the delivery or service (e.g. weights, dimensions, utility values, load capacity, tolerances and technical data) as well as our representations of the same (e.g. drawings and images) are only approximate, unless the usability for the contractually intended purpose is an exact match presupposes. They are not guaranteed characteristics, but rather descriptions or identifications of the delivery or service. Customary deviations and deviations that occur due to legal regulations or represent technical improvements, as well as the replacement of components by equivalent parts are permissible, provided they do not impair the usability for the contractually intended purpose.

a. All prices, including those in the order confirmation, are subject to change and non-binding. The prices apply to the scope of services and delivery listed in the order confirmations. Additional or special services will be charged separately. The prices are in US Dollar or EURO / EX WORKS plus packaging costs, statutory value added tax, customs duties and fees and other public charges for export deliveries, unless otherwise agreed in individual cases.
b. Insofar as the agreed prices are based on the seller’s list prices and delivery is only to take place more than four months after the conclusion of the contract, the seller’s list prices valid at the time of delivery apply (less an agreed percentage or fixed discount).
c. Invoices are to be paid in advance (pro forma) or in 30 days, as agreed with the customer. The date of receipt by the seller is decisive for the date of payment. Checks are only considered payment after they have been cashed. During the delay, the purchase price is subject to interest at the applicable statutory default interest rate. The assertion of higher interest and further damage in the event of default remains unaffected.
d. Offsetting against counterclaims by the client or withholding payments due to such claims is only permitted if the counterclaims are undisputed or have been legally established.

f. If, after the conclusion of the contract, it becomes apparent that the seller’s claim to the purchase price is jeopardized by the buyer’s lack of ability to pay (e.g. by filing for insolvency proceedings), the seller is obliged to withdraw from the contract in accordance with the statutory provisions on refusal to perform and – if necessary after setting a deadline entitled to the contract.

a. Deadlines and dates for deliveries and services promised by the seller are always approximate, unless a fixed period or date has been expressly promised or agreed. If dispatch has been agreed, delivery periods and delivery dates refer to the time of handover to the forwarding agent, carrier or other third party commissioned with the transport.
b. The seller can demand from the client an extension of delivery and service deadlines or a postponement of delivery and service dates by the period in which the client does not meet his contractual obligations towards the seller.
c. The seller is not liable for impossibility of delivery or for delays in delivery, insofar as these are caused by force majeure or other events that were not foreseeable at the time the contract was concluded (e.g. operational disruptions of all kinds, difficulties in material or energy procurement, transport delays, strikes, legal lockouts, seizure by custom authorities, Lack of manpower, energy or raw materials, difficulties in obtaining the necessary official permits, official measures or the lack of, incorrect or late delivery by suppliers, failure or delay submitting requested information, if buyer provides wrong, unacceptable, misleading or false information to YUTTAH FZE or to related official authorities such as customs or Bureau of Industry and Security in the UAE or in any other countries of the suppliers of YUTTAH FZE, regarding the end use, application or any other requested information by any official government departments) for which the seller is not responsible. If such events make the delivery or service significantly more difficult or impossible for the seller and the hindrance is not only of a temporary nature, the seller is entitled to withdraw from the contract. Any consideration already paid by the buyer will not be reimbursed by the seller, for example and not as limitation, if the seller had paid to any third party or supplier, and the goods has been stopped or seized by the customs of any country in the supply chain or when due diligence fails. In the case of temporary obstacles, the delivery or service deadlines are extended or the delivery or service dates are postponed by the period of the hindrance plus an appropriate start-up period.

a. Delivery is EX-WORKS from the warehouse of YUTTAH FZE for the products that are manufactured by YUTTAH FZE and EX-WORKS from the warehouses of YUTTAH FZE’s suppliers for the products that are manufactured by YUTTAH FZE’s suppliers, which is also the place of performance. At the request and expense of the buyer, the goods will be sent to the confirmed destination (or collected by buyer). Unless otherwise agreed, the seller is entitled to determine the type of shipment (especially transport company, shipping route, packaging) themself. This delivery terms remains the same even, if YUTTAH FZE arranges the shipping process.  Any seizure or legal matter of the shipment within the entire supply chain (also including all the way starting from YUTTAH FZE’s supplier to YUTTAH FZE to the buyer, for the products that are not manufactured by YUTTAH FZE) is out of YUTTAH FZE responsibility or liability. The buyer is obliged provide the proper requested information to the official authorities such as customs or Bureau of Industry and Security or any other official governmental departments to release it and acquire it. In this case, YUTTAH FZE may provide support to the buyer but not liable or responsible of any decision of the official authorities such as customs. YUTTAH FZE has the right to charge the buyer any additional fees such as handling fees, engineering consulting fees, administrative fees, and attorney’s fees occurring in such legal cases. The buyer has to provide complete true information (if requested) to any governmental department in any country within the supply chain worldwide. If the buyer fails to provide the required information or provides false or misleading information to the governmental department (such as customs) or to YUTTAH FZE, then any further sequences such as seizure or delay is out of YUTTAH FZE liability or responsibility. This includes any governmental departments within the supply chain worldwide from YUTTAH FZE to the buyer for the products that are manufactured by YUTTAH FZE, and also within the supply chain from YUTTAH FZE`s suppliers to YUTTAH FZE to the buyer for the items that are manufactured by other manufacturers.
The shipping and packaging costs are calculated according to expenditure and billed to the buyer. Partial deliveries are permissible and do not represent a defect or a breach of duty. This applies in particular if the partial delivery can be used by the customer within the scope of the contractual intended purpose, the delivery of the remaining goods ordered is ensured and the customer does not experience any significant additional work or additional costs arise (unless the seller agrees to agree on these costs).

b. The risk of accidental loss and accidental deterioration of the goods is transferred to the buyer at the latest with the handover (whereby the beginning of the loading process is decisive). In the case of sales by mail order, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay are transferred to the forwarding agent, the carrier or the person or institution otherwise assigned to carry out the shipment. This also applies if partial deliveries are made or the seller has taken on other services, such as shipping or installation. If the dispatch or handover is delayed due to a circumstance caused by the customer, the risk is transferred to the customer from the day on which the delivery item is ready for dispatch and the seller has notified the customer of this.

c. If the delivery is delayed for other reasons for which the buyer is responsible, the seller is entitled to claim compensation for the resulting damage including additional  expenses (e.g. storage costs). For this, the seller calculates a lump sum compensation determined by the seller according to the actual costs

d. The buyer has to provide complete true information (if requested) to any governmental department in any country within the entire supply chain worldwide (including the suppliers of YUTTAH FZE). If the buyer provides any misleading or false information or rejects to provide required information which leads to shipment seizure or other legal matters, then this shall be resolved by the buyer with the relevant governmental department and YUTTAH FZE has no liability or responsibility. YUTTAH FZE may provide support in such cases but not responsible or liable for any results. YUTTAH FZE has also the right to consider the delivery terms to EX-Works Warehouse of customs or warehouse of item manufacturer and issue the invoice to the buyer accordingly regardless of the shipment status in the customs.

Unless otherwise agreed, frame orders are to be processed within 12 months. If a frame orders is not called up and delivered in whole or in part within 12 months, the seller is entitled to deliver the (remaining) quantity to the customer without prior notice. Should a frame order be delivered later than after 12 months due to a special agreement, the seller reserves the right to adjust the price. frame orders may not be reduced or cancelled without the express written consent of the seller. Differing terms and conditions of the customer only oblige the seller if they are recognized and accepted by the seller.

a. Until all current and future claims of the seller from the sales contract and an ongoing business relationship (secured claims) have been paid in full, the seller retains ownership of the goods sold.

b. The goods that are subject to retention of title may not be pledged to third parties or assigned as security before the secured claims have been paid in full. The buyer must inform us immediately in writing if and to the extent that third parties access the goods belonging to us.
c. If the buyer acts contrary to the contract, in particular if the purchase price is not paid, the seller is entitled to withdraw from the contract in accordance with the statutory provisions and to reclaim the goods on the basis of the retention of title and withdrawal. If the buyer does not pay the due purchase price, the seller may only assert these rights if he has previously unsuccessfully set the buyer a reasonable deadline for payment or if such a deadline is dispensable according to the statutory provisions.
d. The buyer is authorized to resell and / or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions also apply.
aa. The retention of title extends to the full value of the products created by processing, mixing or combining the goods of the seller, whereby the seller is considered the manufacturer. If the right of ownership of third parties remains in the event of processing, mixing or combining with goods, the seller shall acquire co-ownership in proportion to the invoice value of the processed, mixed or combined goods. In addition, the same applies to the resulting product as to the goods delivered subject to retention of title.
bb. The buyer hereby assigns the claims against third parties arising from the resale of the goods or the product to the seller in full or in the amount of the possible co-ownership share of the seller in accordance with the preceding paragraph as security. The seller accepts the assignment. The in No. b. obligations of the buyer also apply with regard to the assigned claims.
cc. In addition to the seller, the buyer remains authorized to collect the claim. The seller undertakes not to collect the claim as long as the buyer fulfills his payment obligations towards the seller, does not fall into arrears, has not filed for insolvency proceedings and there is no other shortcoming in his performance. If this is the case, however, the seller can demand that the buyer notify him of the assigned claims and their debtors, provide all information required for collection, hand over the associated documents and notify the debtors (third parties) of the assignment.

dd. If the realizable value of the securities exceeds the seller’s claims by more than 10%, the seller will release securities of the seller’s choice at the buyer’s request.

a. For the rights of the buyer in the event of material defects (including incorrect and short deliveries as well as improper assembly or inadequate assembly instructions), the statutory provisions apply, unless otherwise specified below. In all cases, the special statutory provisions remain unaffected for the final delivery of the goods to a consumer.
b. The delivered items are to be carefully examined immediately after delivery to the client or to a third party appointed by him. With regard to obvious defects or other defects, which would have been recognizable with an immediate, careful examination, they are considered approved by the buyer if the seller does not receive a written notice of defects within seven working days of delivery. With regard to other defects, the delivery items are deemed to have been approved by the buyer if the seller does not receive the notice of defects within seven working days after the time at which the defect became apparent; if the defect was already recognizable to the customer at an earlier point in time during normal use, this earlier point in time is decisive for the start of the notice period. At the request of the seller, a rejected delivery item is to be returned to the seller carriage paid. If the complaint is justified, the seller will reimburse the cost of the cheapest shipping route; this does not apply if the costs increase because the delivery item is at a location other than the location of its intended use.
c. In the event of material defects in the delivered items, the seller is initially obliged and entitled to either repair or replace the goods, as he chooses within a reasonable period. In the event of failure, i.e. the impossibility, unreasonableness, refusal or unreasonable delay of the repair or replacement delivery, the client can withdraw from the contract or reduce the purchase price appropriately.
d. If a defect is due to the fault of the seller, the client can under the conditions set out in para. 9 certain conditions demand compensation.

e. In the event of defects in components from other manufacturers that the seller cannot eliminate for licensing or factual reasons, the seller will, at his option, assert his warranty claims against the manufacturer and supplier for the account of the client or assign them to the client. In the case of such defects, warranty claims against the seller only exist under the other conditions and in accordance with these General Terms and Conditions if the judicial enforcement of the aforementioned claims against the manufacturer and supplier was unsuccessful or, for example, due to insolvency, is futile. During the duration of the legal dispute, the statute of limitations of the relevant warranty claims of the client against the seller is suspended.
f. The warranty does not apply if the customer changes the delivery item or has it changed by a third party without the consent of the seller and this makes it impossible or unreasonably difficult to fix the defect. In any case, the client has to bear the additional costs of fising the defect resulting from the change (if applicable).
G. A delivery of used items agreed with the client in individual cases takes place under exclusion of any warranty for material defects.
H. The expenses required for the purpose of the inspection and subsequent performance, in particular transport, travel, labor and material costs (not: removal and installation costs), are borne by the seller if there is actually a defect. However, if the buyer’s request to remedy a defect turns out to be unjustified, the seller can demand that the buyer reimburse the resulting costs.
i. As a matter of principle, only the manufacturer’s description of the production process applies to the quality of the goods. Public statements, promotions or advertising by the manufacturer do not constitute a contractual specification of the quality of the goods.

a. The seller’s liability for damages, regardless of the legal reason, in particular for impossibility, delay, providing information, defective or incorrect delivery, breach of contract, breach of obligations in contract negotiations and tort is limited in accordance with this section 9, insofar as it is a fault in each case.
b. The seller is not liable in the case of simple negligence on the part of his organs, legal representatives, employees or other vicarious agents, unless there is a breach of essential contractual obligations. Essential to the contract are the obligation to the delivery, its free from defects that affect its functionality or usability more than just insignificantly, as well as advice, protection and custody obligations that are intended to enable the buyer to use the delivered item in accordance with the contract or protection of life and limb of the client’s staff or the protection of his property from significant damage.
c. Insofar as the seller in accordance with section 9 b. is basically liable for damages, this liability is limited to damage that the seller foresaw as a possible consequence of a breach of contract when the contract was concluded or that he should have foreseen had he exercised due diligence. Indirect damage and consequential damage resulting from defects in the delivery item are also only eligible for compensation if such damage can typically be expected when the delivery item is used as intended.

d. Our products can be used in a very wide range of applications and industries. Every application has its own uniqueness, customization, and special requirements. The customer (and not Yuttah fze) needs to test and evaluate our products as per their needs. The customer is liable for their end-product and not Yuttah fze. The information provided in the data sheets does not represent a part of any contract and might be developed without notice. We provide live samples to our customers with short delivery time and discounted prices to help our customers initiating their projects. The information presented in the data sheets do not form part of any quotation or contract, is believed to be accurate and reliable and may be changed without notice. No liability will be accepted by Yuttah fze for any consequence of its use. Publication thereof does not convey nor imply any license under patent or industrial or intellectual property rights. Applications that are described herein for any of these products are for illustrative purpose only. Yuttah fze makes no representation or warranty that such applications will be suitable for the specified use. Further testing or modification is to be made by the buyer. Yuttah fze is not liable for the functionality of the functional safety of the end-product of the buyer (e.g: machine, vehicle, etc).
e. The above exclusions and limitations of liability apply to the same extent in favor of the organs, legal representatives, employees and other vicarious agents of the seller.
f. If the seller provides technical information or acts in an advisory capacity and this information or advice is not part of the contractually agreed scope of services owed by him, this is done free of charge and with the exclusion of any liability.

a. For these general terms and conditions and all legal relationships between the seller and the buyer, the law of the United Arab Emirates applies, excluding international uniform law, in particular the UN sales law. Requirements and effects of the retention of title acc.
b. The place of jurisdiction for any disputes arising directly or indirectly from the contractual relationship is our place of business in the United Arab Emirates. However, the seller is also entitled to take legal action at the buyer’s general place of jurisdiction.
c. Insofar as the contract or these General Terms and Conditions of Delivery and Payment contain loopholes, those legally effective provisions shall be deemed to have been agreed to fill these loopholes which the contractual partners would have agreed upon in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions of Delivery and Payment, once the loopholes have been known.
d. The buyer acknowledges that the seller saves data from the contractual relationship in accordance with the laws for the purpose of data processing and reserves the right to transfer the data to third parties (e.g. insurance companies) to the extent necessary for the performance of the contract.

YUTTAH FZE is obliged to use environmentally friendly packaging in
conformity with packaging regulations in the UAE.

Supplier undertakes to comply with all delivery requirements and
prohibitions of substances as well as other legal obligations.

Supplier warrants that all its employees are paid in accordance
with the requirements of the UAE minimum Wage Law.

All orders, contracts and release orders shall require the written
form (including email) in order to be binding. The same shall apply
to any modifications and amendments of the contract

YUTTAH FZE has the right to update this Terms and Conditions from time to time and publishes it and applies to all contracts concluded and to be concluded.