Terms And Conditions

TERMS AND CONDITIONS- Dynamic Star Marine Equipment Trading LLC
FOR THE SUPPLY OF GOODS AND SERVICES

1. CLARIFICATION

1.1 These Terms and Conditions govern the supply of products by the Supplier to the Customer. Unless otherwise agreed in writing by authorized representatives of both parties, all contracts are subject to these Terms, overriding any other terms referenced in orders, confirmations, or other communications. In case of any conflict, these Terms shall prevail. By placing an order, the Customer agrees to these Terms.

1.2 Definitions:

• Assistance: Any installation, support, or services related to the products.
• Associated Company: An entity under common control with a party.
• Confidential Information: Proprietary business-related information.
• Contract: A legally binding agreement for product supply.
• Control: Ownership of 50% or more voting rights in a company.
• Customer: The entity whose order is accepted by the Supplier.
• Delivery: Transfer of product possession from Supplier to Customer.
• Improvements: Modifications or enhancements made to products.
• Order: A formal request by the Customer for product supply.
• Price: The amount payable by the Customer.
• Products: Items supplied under a Contract.
• Specifications: Design and technical details of products.
• Supplier: Dynamic Star Marine Equipment Trading LLC, UAE.

1.3 Any amendments to these Terms must be explicitly agreed upon in writing by both parties.

1.4 Headings are for reference only and do not affect interpretation.

1.5 Singular terms include the plural and vice versa. Gendered terms apply to all genders.

1.6 References to each party include successors and permitted assigns.

2. QUOTATIONS

2.1 All quotations are non-binding. The Supplier may withdraw an offer within five working days of acceptance.

2.2 Quotations are based on the information provided by the Customer, who must ensure accuracy and completeness. The Customer is responsible for any consequences arising from incorrect information.

2.3 Prices, quantities, and delivery times in quotations are estimates, not guarantees.

2.4 Quoted prices exclude VAT, taxes, and additional costs (e.g., transport, travel expenses).

3. BASIS OF SALE

3.1 The Supplier agrees to supply products per accepted orders. The Supplier retains the right to refuse any order.

3.2 A contract is established when the Supplier confirms an order in writing or begins production of ordered products.

3.3 Any changes to the contract require written confirmation by the Supplier.

3.4 Orders cannot be cancelled by the Customer without the Supplier’s written consent. The Customer must compensate the Supplier for any losses incurred due to cancellation.

4. DELIVERY AND RISK

4.1 The delivery date is as specified in the accepted order unless otherwise agreed in writing. Delivery times are estimates, not strict deadlines.

4.2 The Supplier is not liable for losses due to delayed delivery. Delay does not entitle the Customer to cancel the contract or reject products.

4.3 If the Customer causes a delivery delay, the Supplier may charge storage fees, and risk transfers to the Customer upon notification of readiness for dispatch.

4.4 For partial deliveries, each installment is treated as a separate transaction and may be invoiced separately. Payment for prior deliveries may be required before additional deliveries are made.

4.5 The Supplier may adjust delivery schedules if the Customer requests product modifications or additions.

4.6 Risk transfers to the Customer upon delivery. If the Customer collects the products, risk transfers when the Supplier notifies readiness for collection. The Supplier is not responsible for insuring products during transit.

This document ensures clarity and outlines both parties’ responsibilities in product transactions with Dynamic Star Marine Equipment Trading LLC. For any changes or specific agreements, written confirmation from both parties is required.

5. SPECIFICATIONS

5.1 The Customer guarantees that all product specifications comply with applicable laws and regulations.

5.2 Changes to specifications must be mutually agreed upon in writing. Any additional costs incurred will be charged to the Customer.

5.3 The Supplier may make improvements to products with prior consent from the Customer. Any changes affecting price or delivery terms will require mutual agreement.

5.4 Samples, brochures, drawings, and other technical details provided by the Supplier are approximate and not contractually binding.

5.5 All supplied technical materials remain the Supplier’s property unless otherwise agreed. They may not be copied or shared without the Supplier’s written consent and must be returned upon request.

6.0 PRICES AND PAYMENT

6.1 The price shall be as stated in the Contract. If no price is specified, the price listed in the Supplier's current price list at the time of delivery shall apply.

6.2 If changes occur between the agreement date and its performance that affect the cost base due to factors beyond the Supplier’s reasonable control (e.g., changes in law, currency fluctuations, taxes, duties, labor, material, or manufacturing costs), the Supplier reserves the right to adjust the price accordingly.

6.3 If a new price list is issued by the Supplier between the agreement date and its performance, the Supplier is entitled to charge the Customer based on the updated pricing.

6.4 If the cost of performing the Contract increases due to a breach of these Conditions by the Customer or incorrect/inadequate information provided by the Customer, the Supplier may charge additional costs.

6.5 Any additional products, improvements, or extra work requested by the Customer and agreed to by the Supplier will be added to the amount payable under the Contract.

6.6 Prices are exclusive of VAT, duties, freight charges, and any other applicable taxes or expenses, which shall be payable by the Customer as prescribed by UAE law.

6.7 Invoices must be paid in full within fourteen (14) days of the invoice date or as per agreed written credit terms. Payments must be made in USD or AED via direct bank transfer or other agreed methods. The Supplier may issue invoices in advance of contractual performance.

6.8 If payment is not made on time, the Customer is in default without further notice. The Supplier may charge 2% statutory interest per month and may cancel the Contract or any unfulfilled portion if payment remains overdue. All judicial collection costs shall be borne by the Customer.

6.9 The Supplier may require prepayment or collateral before proceeding with delivery or performance. If the Customer refuses to provide collateral, the Supplier may suspend or terminate the agreement without notice and claim compensation for any losses incurred.

7.0 DURING PERFORMANCE

7.1 If the agreement becomes performable due to unforeseen circumstances or force majeure, the Supplier may demand amendments to enable performance or, if performance remains impossible, seek full reimbursement for work or deliveries already completed.

7.2 All expenses incurred at the Customer’s request shall be at the Customer’s expense unless otherwise agreed in writing.

7.3 Orders cannot be cancelled or terminated. If the Customer cancels or terminates, the Supplier is entitled to a reimbursement covering costs, losses, and lost profits, amounting to between 50% and 100% of the agreed price, depending on the work or deliveries already completed. The Customer shall be liable for third-party consequences and indemnify the Supplier accordingly.

8.0 PACKAGING

8.1 Multi-use packaging remains the Supplier’s property and must not be used by the Customer for other purposes.

8.2 The Supplier may charge a deposit for packaging. Packaging must be returned postage paid within the designated period to receive a deposit refund. If return is not feasible, packaging will be charged at cost and not accepted for return.

8.3 The Customer is responsible for damaged, incomplete, or lost packaging and will forfeit the deposit in such cases.

9.0 TITLE

9.1 Title to the Products remains with the Supplier until full payment of all amounts due under all contracts between the parties, including any accrued interest on overdue amounts.

9.2 Until full payment is received, the Customer must store and maintain records of the Products, keeping them separate and clearly identifiable as the Supplier’s property. The Customer must also protect and insure the Products. If the Customer fails to comply, all Products supplied will be deemed the Supplier’s property to the extent of the outstanding sums.

9.3 If the Customer sells or disposes of the Products before acquiring title, it shall do so as a principal, not as an agent of the Supplier, and must not create liabilities on the Supplier’s behalf. The Supplier retains legal and beneficial ownership of sale proceeds and insurance claims related to unpaid Products, which must be held in a separate account on trust for the Supplier.

9.4 In case of non-payment, insolvency, exceeding credit limits, or other financial distress, the Supplier may, without notice:

• Terminate the Contract
• Cancel undelivered or incomplete portions
• Cancel other contracts with the Customer
• Demand immediate payment of outstanding amounts
• Claim ownership of the Products through written notice
• Enter Customer premises to repossess Products without liability for any resulting loss or damage.

9.5 Repossessed Products may be resold by the Supplier, with the Customer remaining liable for any shortfall between resale proceeds and the amounts owed, including storage and resale costs.

9.6 The Supplier may sue for payment regardless of whether title has passed to the Customer. The Customer has no right to return Products unless agreed in writing.

10.0 CUSTOMER'S RESPONSIBILITIES

10.1 The Customer must promptly provide all information necessary for the Supplier to fulfil its obligations under the Contract.

10.2 The Customer must allow the Supplier’s personnel reasonable access to its premises, where required, for the Supplier’s performance of the Contract.

10.3 The Customer must ensure Products are stored and operated in a suitable environment by trained personnel. The Customer is liable for loss or damage to any Supplier-owned items stored on its premises.

10.4 Delivery locations must be free of obstructions and accessible for loading/unloading, which is the Customer’s responsibility.

10.5 The Customer must provide necessary power, utilities, and connections required for the Supplier’s work, at the Customer’s expense.

11.0 COMPLAINTS

11.1 The Customer must inspect the items upon receipt. Any visible defects, faults, or discrepancies must be noted on the consignment or covering note and reported to the Supplier immediately, and no later than 48 hours after delivery. A written confirmation of the complaint must follow promptly.

11.2 Any other complaints must be submitted in writing via registered mail within one week of receiving the items.

11.3 If the Customer fails to report complaints within the specified deadlines, the items will be deemed accepted in good condition, and the work will be considered properly performed. If the items are used, they will be deemed accepted.

11.4 The Supplier must be given the opportunity to investigate the complaint. Returns are only permitted with the Supplier’s prior written approval and must be shipped in accordance with the Supplier’s instructions, preferably in the original packaging. Unless the Supplier acknowledges the complaint as valid, return shipping is at the Customer’s expense and risk.

11.5 Submitting a complaint does not relieve the Customer of their payment obligations.

11.6 If a complaint is deemed valid, the matter shall be resolved as per Article 12.3.

12.0 WARRANTIES AND LIABILITY

12.1 The Supplier warrants that at the time of delivery, the products will substantially meet the agreed specifications, be fit for their intended use within standard industrial quality limits, and be free from material and workmanship defects as stated in the Supplier’s offer.

12.2 Except where required by law, the Supplier shall not be liable for indirect losses, including but not limited to lost income, profits, contracts, or any incidental, special, or consequential damages arising from negligence, breach of contract, or any other cause.

12.3 The Supplier is not liable for:
(i) Damage or loss of products during transit unless caused by the Supplier’s negligent packaging, provided that: - The Customer notifies the Supplier immediately (preferably while the vehicle is present) and confirms this in writing within two (2) days of delivery or the scheduled delivery date, whichever is earlier.
- The Supplier, after review, confirms that the damage resulted from negligence in packing. If confirmed, the Supplier will either repair or replace the affected products at no cost.
(ii) Any errors in delivery beyond the conditions stated in (i).
(iii) Defects caused by misuse, neglect, or unauthorized alterations by the Customer or third parties.
(iv) Any other defects unless covered under Article 15.4.
12.4 The Supplier shall make reasonable efforts to rectify material defects free of charge, provided that:

• The Customer notifies the Supplier in writing within two (2) days of delivery.
• The Supplier is allowed to inspect the allegedly defective product or workmanship.
• The defect did not result from misuse, mishandling, unauthorized manipulation, or non-compliance with the Supplier’s instructions.
• The defect is directly attributable to defective materials, workmanship, or design provided by the Supplier.

12.5 The Supplier’s maximum liability for any contract-related claim shall not exceed the total price payable under the respective contract or order.

12.6 These terms fully define the Supplier’s obligations and liabilities. No additional warranties, conditions, or representations—whether implied by statute, common law, or otherwise—shall be binding unless expressly stated herein.

12.7 Nothing in these conditions shall exclude or limit liability for fraud, personal injury, or any other matter that cannot legally be excluded or limited.

13.0 CONFIDENTIALITY

13.1 Each party must maintain confidentiality regarding all proprietary information received from the other party, ensuring it is secure and protected against theft, loss, or unauthorized access. Confidential information may only be used for contract-related purposes.

13.2 This obligation remains in effect even after contract termination, except for information that:

• Becomes public through no fault of the recipient.
• Is lawfully received from an independent third party without restrictions.
• Was known to the recipient before disclosure.
• Is independently developed by the recipient.
• Must be disclosed due to legal requirements, regulations, or orders from a competent authority.

13.3 Both parties must ensure that their employees and subcontractors comply with these confidentiality obligations.

14.0 FORCE MAJEURE

The Supplier is not liable for delays or failures in performance caused by force majeure, including but not limited to war, government orders, labor strikes, acts of terrorism, natural disasters, transportation disruptions, material shortages, or any other events beyond the Supplier’s reasonable control. Performance shall be suspended during such events and resume once conditions permit. The Customer remains obligated to accept performance when it resumes.

15.0 ASSIGNMENT

The Supplier may assign, subcontract, or transfer its rights and obligations under the contract. The Customer may not assign, transfer, or delegate any contract rights or obligations without the Supplier’s prior written consent.

16.0 NOTICES

16.1 All notices and communications under this Contract must be in writing and sent via registered email, courier, telex, facsimile, or personal delivery to the recipient’s designated address as notified to the other party.
16.2 Notices shall be deemed served upon delivery if sent by hand or email.

17.0 LAW AND JURISDICTION

The Contract's construction, validity, and performance shall be governed by UAE law. Any disputes arising from the Contract shall also be resolved under UAE law. However, for retention of title on exported goods, the property law of the destination country shall apply if it is more favorable to the Supplier.

18.0 DISPUTES

18.1 Any disputes shall be subject to the exclusive jurisdiction of the competent court in the District of Sharjah, United Arab Emirates.

19.0 GENERAL

19.1 The parties act as independent contractors, and nothing in these Conditions creates a partnership, joint venture, or employment relationship. Neither party may bind or act on behalf of the other unless expressly stated.

19.2 Each party shall take all necessary actions to give full effect to the rights and obligations outlined in these Conditions.

19.3 Failure to enforce any term or right under these Conditions does not constitute a waiver and does not affect future enforcement.

19.4 If any provision of these Conditions is deemed invalid or unenforceable, the remaining provisions shall remain in full effect.

19.5 Any provisions intended to survive the expiration or termination of the Contract shall remain enforceable.