These General Terms and Conditions of Sale (“Terms”) are issued by Urban Apex General Trading LLC (“UAGT”, “we”, or “us”) and apply to all sales of goods and related services supplied by UAGT. The Customer is defined as the business entity placing an order with UAGT (“Customer”). These Terms govern only business-to-business (B2B) transactions and are effective from 1st January 2025.
2.1 Quotations are valid for 30 days unless stated otherwise and are not binding until confirmed.
2.2 A contract is formed only when UAGT issues a written Order Confirmation.
2.3 Once confirmed, the order together with these Terms forms the entire contract.
3.1 Prices are quoted in AED (United Arab Emirates Dirhams)/ USD (United States Dollars) unless agreed otherwise.
3.2 Prices exclude VAT, duties, shipping, insurance, and other charges unless specified.
3.3 Unless otherwise agreed:
3.4 Late payments may attract interest at EIBOR + 6% per year (or the maximum permitted by law).
3.5 UAGT may suspend further deliveries if invoices remain unpaid.
4.1 Delivery terms follow Incoterms® 2020 and are confirmed in the Order.
4.2 Unless otherwise agreed, default delivery is FOB Jebel Ali Port, Dubai:
4.3 Other delivery terms (e.g., EXW, CIF, DAP) may be agreed in writing.
4.4 UAGT may deliver in partial shipments.
4.5 If Customer delays collection or refuses delivery, risk passes, and UAGT may charge storage (0.5% of order value per month).
5.1 UAGT is not liable for delays caused by events outside its reasonable control (e.g., strikes, wars, natural disasters, pandemics, port closures, supplier delays).
5.2 If such an event continues for more than 90 days, either party may cancel the affected order without liability.
6.1 Customer must inspect goods immediately on delivery.
6.2 Claims for visible defects or shortages must be made in writing within 5 business days of delivery.
6.3 Claims for hidden defects must be made within the warranty period.
6.4 Goods may not be returned without UAGT’s prior written approval.
7.1 UAGT warrants that goods will meet agreed specifications and be free from material defects for 12 months from delivery, unless the manufacturer offers a longer warranty.
7.2 Warranty does not cover:
7.3 Remedies are limited to repair, replacement, or refund, at UAGT’s discretion.
8. Liability
8.1 Nothing in these Terms excludes any liability that cannot be excluded by law, such as liability for death, personal injury, or fraud caused by negligence.
8.2 For all other matters, UAGT’s total liability is limited to the price paid for the relevant order.
8.3 UAGT is not responsible for indirect or consequential losses, including lost profit, business interruption, or reputational damage.
9.1 Goods remain the property of UAGT until full payment is received.
9.2 Until then, Customer must keep the goods safe, insured, and clearly identifiable.
9.3 If payment is overdue, UAGT may reclaim the goods.
10.1 Customer is responsible for ensuring compliance with import laws, safety standards, labeling, and age restrictions in the destination country.
10.2 Both parties must comply with export control laws, sanctions, anti-bribery, and anti-money laundering regulations.
10.3 UAGT may refuse supply if compliance is at risk.
11.1 All non-public information exchanged between UAGT and Customer must be kept confidential and used only for fulfilling the order.
11.2 This obligation continues for 3 years after the contract ends.
12.1 UAGT may terminate the contract if the Customer:
12.2 On termination, all outstanding payments become immediately due.
13.1 These Terms are governed by the laws of the United Arab Emirates.
13.2 Disputes will be resolved by the Dubai Courts, unless arbitration at DIAC in Dubai is agreed in writing.
14.1 These Terms, together with the Order Confirmation, form the entire agreement between UAGT and Customer.
14.2 If any part is invalid, the rest remains effective.
14.3 No partnership, agency, or joint venture is created by this contract.
