General Terms and Conditions of Sale
I. General
1. This document sets out the General Terms and Conditions of Sale (“GTC”) agreed between Ferronato KGS General Trading LLC. (“KGS”) on the one hand and the Buyer on the other hand for the provision of Goods and/or Services. These GTC shall apply to all current and future offers and agreements for the delivery of Goods and/or Services by KGS to or with a Buyer that is a professional person or entity, even if no particular reference is made to this fact.
2. “Goods” means all or any of the materials, items or products which KGS will supply to Buyer according to the Agreement.
3. “KGS” refers to the seller, Ferronato KGS General Trading LLC, registered under the laws of the United Arab Emirates at registered address Warehouse 9, Al Quoz Warehouse Complex, Al Quoz Industrial 1, Al Asayel Road, Dubai UAE.
4. “Order Confirmation” refers to KGS’ written confirmation of Buyer’s request or Purchase Order.
5. “Party”/”Parties” respectively refer to KGS or Buyer, and to KGS and Buyer jointly.
6. “Purchase Order” refers to Buyer’s written instructions to KGS requesting that KGS supply Goods.
7. “Services” refers to the services to be performed by KGS for the Buyer pursuant to the Agreement and/or Purchase Order.
8. “Buyer” means the professional person or entity buying Goods or Services from KGS.
9. “Agreement” means the agreement for the sale of Goods or Services entered into between the Parties.
10. Notices to be given to either Party under the Agreement are in writing and will be delivered either by hand, sent by courier or by electronic means to the email addresses used for Purchase Orders and confirmations. Notice is deemed to have been given when it has been delivered or refused and, in the case of email, on the first working day after it has been sent, unless a ‘delivery-failure’ notification has been received.
11. All purchases by Buyer from KGS are subject to: (i) the Order Confirmation and any particular terms and conditions incorporated therein, (ii) if applicable, the framework agreement under which the Order Confirmation is issued, (iii) these GTC. Only in the event of clear conflict between specific conditions of any of these, for the interpretation of the terms and conditions governing the Parties (i) takes precedence over (ii), which takes precedence over (iii). (i), (ii) and (iii) constitute the entire agreement between KGS and Buyer.
12. KGS reserves the right to amend these GTC at any time. Such amendments shall become effective immediately upon posting the updated version on our website www.kgs.swiss. In the case of substantial amendments affecting the essence of the Agreement, KGS will inform Buyer about said amendment and the date at which they will enter into effect. The modified GTC shall apply to all future Agreements unless Buyer objects to the modification within 5 work days after receiving notice from KGS.
13. The GTC shall also apply to any agreements with KGS for the performance of which the services of third parties are needed.
14. Any offer and proposal construed as an offer made by KGS, and KGS’s acceptance of any Order, is expressly conditional on the Buyer’s acceptance of these GTC. These GTC apply to all proposals, offers and order confirmations issued by KGS and to all agreements between KGS and Buyer, unless expressly specified otherwise by KGS therein. These GTC are also applicable to all future orders, and Agreements between KGS and Buyer, even if no particular reference is made to this fact.
15. The applicability of Supplier’s own terms and conditions, irrespective of their nature and/or ‘without limitation’ terms and conditions mentioned in the Supplier’s offer or order confirmation is hereby objected to and rejected and excluded in all scenarios unless explicitly accepted by KGS in writing, notwithstanding anything to the contrary in the Buyer’s standard documentation, request, purchase order, advice note, invoice, acknowledgement letter, e-mail communications or any other document issued or sent by the Buyer.
16. Performance of the Agreement or silence on the part of KGS shall never signify acceptance of the Buyer’s terms and conditions.
17. If individual provisions of these GTC are invalid or unenforceable, the remaining provisions shall retain their validity to the full extent. In such a case, the invalid or unenforceable provision shall be replaced by KGS with a provision that comes as close as possible to the economic and original purpose of the invalid or unenforceable provision.
II. Offers and agreements
1. All offers made by KGS are without obligation and may be changed at any time, unless stated otherwise in writing by KGS. Orders placed by Buyer, and the acceptance of KGS’s offer by Buyer, are binding for the Buyer.
2. Offers made by KGS in catalogues, sales literature and also – unless expressly stated as firm - on the website are without obligation on the part of KGS, i.e. they shall only be understood as an invitation to send an order request / purchase order.
3. A binding Agreement with KGS enters into force when KGS has sent a written Order Confirmation within 8 days of receiving an order for the purchase of Goods or Services, or if KGS has begun the execution of an order without sending confirmation. In the case of immediate execution of an order, the delivery note or invoice for the products shall also constitute an Order Confirmation. Any additions or amendments to the order are only binding for KGS if KGS has confirmed them in writing.
4. If the notice of acceptance sent by the Buyer deviates from the offer made, also in the event of aspects of minor importance, KGS shall not be bound by it until KGS has sent a revised and corresponding Order Confirmation.
5. Quotations and offers are for the whole and do not oblige KGS to supply part of the Goods offered at a proportionate part of the price offered.
6. Offers and prices shall not automatically be deemed to apply to follow-up orders and KGS reserves the right to amend prices at any time.
III. Prices and costs
1. Prices on KGS’s price lists, offers and order confirmation are indicative and may be changed at any moment without prior notice until a binding agreement has entered into force.
2. KGS may charge for price increases, also if they are due to foreseeable change in circumstances, if significant price increases occur with regard to, among others, exchange rates, wages, raw materials, unfinished goods and packaging materials between the moment of offering and the performance of the Agreement.
3. The prices applied by KGS are exclusive of VAT and any other (government) levies as well as any costs to be incurred in connection with the Agreement, including shipping and administrative costs, unless explicitly stated otherwise in writing.
IV. Payment
1. Invoices of KGS are payable upon receipt thereof by Buyer. Payment will – without any deduction or set-off – be made by Buyer in advance or, if indicated by KGS, within 30 days of the date of invoice, unless a different payment term has been given by KGS on the invoice. Payment will be made in the way indicated by KGS and in the currency invoiced, unless KGS has explicitly agreed in writing to any deviating payment arrangements. Any objection to the invoiced amounts shall not be deemed to suspend the payment obligation. KGS shall at all times be entitled to suspend the fulfilment of its obligations, also during the performance of an agreement, until the Buyer has at the request and to the satisfaction of KGS paid the invoiced amount or provided security for the fulfilment of its obligations under the Agreement. If payment is not made or security not provided within 10 working days following a request to that effect, KGS shall be entitled to rescind all pending supply agreements.
2. If the Buyer fails to effect payment within the indicated period of thirty days, or such period as may have explicitly been agreed on in writing, the Buyer shall be deemed to be legally in default. KGS may, at its own discretion, charge late payment fees and interest at the maximum legal rate on all past due amounts. KGS reserves the right to claim damages for default beyond that amount.
3. In the event of no payment on the due date, a winding up, involuntary liquidation or bankruptcy, attachment or suspension of payment (in accordance with bankruptcy law) of the Buyer or another circumstance that may entail the inability of the Buyer to fulfill its payment obligations, any amount due to KGS shall be payable immediately.
4. KGS shall be entitled to use payments made by the Buyer in the first place to be offset against the costs, subsequently to be offset against the interest due and finally to be offset against the principal and the accrued interest. KGS may, without being deemed to be in default, reject an offer for payment if the Buyer applies a different allocation order. KGS is entitled to refuse full repayment of the principal, if the same is not accompanied by payment of interest due and accrued interest as well as costs.
V. Performance of the Agreement
1. KGS may at any time make changes, including but not limited to changes in the specifications of Products, delivery terms and scope, by means of written notice to Supplier.
2. If and insofar as required for a proper performance of the Agreement, KGS shall be entitled to have work carried out by third parties.
3. The Buyer shall ensure that all information which KGS indicates is necessary or which the Buyer should reasonably understand is necessary for the Agreement are provided to KGS in time. If such information is not provided to KGS in a timely manner, KGS shall be entitled to suspend the performance of the Agreement until such information has been received and/or to charge the Buyer for the costs resulting from the delay according to the customary rates.
4. KGS shall not be liable for any damage caused by the fact that KGS relied on incorrect and/or incomplete information provided by the Buyer, unless the information was so obviously incorrect that KGS’s reliance thereon is considered negligent.
5. If it is agreed that the duties contained in the Agreement will be performed in phases, KGS may suspend parts of the Agreement belonging to the next phase until the Buyer has approved the results of the previous phase in writing.
6. If KGS or any third party engaged by KGS in the context of the order performs work at the Buyer’s location or at a location designated by the Buyer, the Buyer shall without charge provide such facilities as KGS or third party may reasonably require.
7. The Buyer shall indemnify KGS against any claim by any third party that, in connection with the performance of the Agreement, suffers a loss which is attributable to the Buyer.
VI. Delivery
1. Delivery shall take place ex factory/warehouse (Incoterms) of KGS, unless expressly stated otherwise by KGS.
2. If delivery takes place on the basis of the “Incoterms”, the most recent version of the “Incoterms” available on the date of conclusion of the Agreement shall apply.
3. The Buyer shall take delivery of the goods when KGS delivers the same or has the same delivered to the Buyer or when the same are put at the Buyer’s disposal in accordance with the Agreement.
4. If the Buyer refuses to take delivery of Goods or fails to provide information or instructions required for delivery thereof, KGS shall be entitled to store such Goods for the Buyer’s account and risk. KGS shall then be entitled to demand payment from the Buyer as if delivery had taken place.
5. If KGS needs certain information to be provided by the Buyer in the context of the performance of the Agreement, the period of delivery shall commence only after the Buyer has put such information at the disposal of KGS.
6. Delivery dates confirmed by KGS shall be deemed to be provided by way of indication and only commit KGS to use its best endeavors to meet said dates. Delivery dates requested by Buyer are only deemed to be accepted if specifically confirmed in writing by KGS. In the event that a period of delivery is exceeded, the Buyer must first declare KGS to be in default in writing. However, even this shall not entitle the Buyer to claim damages or to suspend or dissolve the Agreement. KGS shall never be liable for any excess of delivery times.
7. KGS shall be entitled to deliver part of the Goods, unless otherwise agreed on conclusion of the Agreement or unless such part delivery is not considered to be an independent delivery. KGS shall be entitled to invoice the Goods thus delivered separately.
VII. Drawings, calculations, specifications, samples, models etc.
1. Any catalogue, illustration, drawing, statement of dimensions and weights, sample, model, etc. shown and provided to the Buyer is to be interpreted as an indication, without the relevant goods having to be in conformity therewith, unless explicitly stated otherwise by KGS.
2. KGS shall retain the ownership of any drawings, calculations, programmes, specifications, models, tools, etc. made or provided by KGS as well as of the information contained therein and of information regarding the manufacturing or construction methods for the goods, irrespective of whether any cost has been charged. The Buyer shall guarantee that such information, except when used for the performance of the Agreement, will not be copied, published or disclosed to and used by third parties, unless permitted in writing by KGS.
VIII. Inspection
1. On delivery, or at any rate within the smallest possible amount of time, the Buyer shall check whether the quality and quantity of the goods delivered are as has been agreed or at least comply with the requirements applying in normal commercial practice.
2. Buyer will give notice to KGS in writing of any visible defects or shortcomings within 5 working days after delivery. Buyer will notify KGS of hidden defects or shortcomings within 10 days after detection, however no later than 6 months after delivery.
3. If a notice of complaint is given in time as specified in the previous paragraph, the Buyer shall nevertheless continue to be obliged to take delivery of and effect payment for the goods purchased. If the Buyer wishes to return defective goods, the same shall take place subject to the prior written permission of KGS and in the way indicated by KGS.
IX. Warranty and Complaints
1. Unless a different warranty is specifically stated in the applicable Product literature or packaging insert (in which case such warranty governs), KGS warrants that the Goods that have been manufactured by KGS are free from defects in conformity with the KGS product specification at the time of shipping the Goods.
2. KGS MAKES NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTY OR CONDITION ARISING OUT OF A COURSE OF DEALING, CUSTOM OR USAGE OF TRADE.
3. If any of the Goods do not conform to this warranty, then the sole and exclusive remedy is, at KGS’s option, replacement or repair of Goods or refund of the purchase price of Goods shown to be nonconforming.
4. KGS has no obligation under this warranty for Goods that have been modified, become defect or damaged through misuse, abuse, accident, neglect or mishandling by Buyer.
5. Notice of incomplete deliveries or non-conformance under the warranty should be addressed to KGS in writing as soon as possible following detection thereof but, in any case, no later than 30 calendar days after delivery. Notice(s) made to sales representatives is only considered to be received by KGS once KGS has sent written confirmation to Buyer. Failure to notify KGS within the specified period that Goods are not conforming in any respect will be deemed a waiver of any right or claim with respect to such non-conformance.
6. The warranty referred to under the first paragraph of this clause shall not apply to experimental Goods or Goods in development, which are sold “as is” without warranty.
7. Defects which are expressly not covered by the warranty are those that occur in or which are fully or partly due to:
a. non-compliance with operating and maintenance instructions or any use other than the intended normal use;
b. normal wear;
c. fitting/installation or repair by any party other than KGS;
d. the application of any government regulation regarding the nature or quality of the materials used;
e. materials or items which the Buyer provided to KGS for processing/incorporation;
f. Goods comprising materials, items, working methods and constructions/ structures, explicitly requested by the Buyer in deviation of KGS’ catalogue, or comprising materials and items supplied by or on behalf of the Buyer;
g. parts which KGS obtained from a third party, insofar as such third party has not submitted a guarantee to KGS.
8. If the warranty provided by KGS relates to items manufactured by a third party, it shall be limited to the warranty provided by the manufacturer.
9. If the Buyer fails to comply with any obligation arising from the Agreement concluded with KGS or any agreement connected therewith, KGS is not bound by any guarantee made in this clause regarding the proper functioning of goods.
10. Failure by KGS to comply with any warranty obligation, either fully or partly, shall not release the Buyer from its obligations arising from any agreement concluded with KGS.
X. Liability
1. Except where prohibited by law, KGS will not under any circumstances be liable for any loss or damages or other remedy arising from or in any way related to Goods or KGS’s sale of Goods, whether direct, indirect, special, incidental, or consequential (including, but not limited to, loss of profits, revenue, business, opportunity, or goodwill), regardless of the legal or equitable theory under which such loss or damages or other remedy are sought, including contract, warranty, negligence, or strict liability.
2. Where above clause is void or in its entirety prohibited by law, the following applies:
a. If goods supplied by KGS are defective, KGS is only liable insofar as it has made, and to the extent of, the warranty in the previous clause of these GTC.
b. KGS’s liability for a failure attributable to KGS or on the basis of any laws is limited to repair or replacement of the defective items, making costs up to the amount received from the Buyer in connection with the Services or Goods that were deemed faulty, in which case the Agreement will be considered dissolved for the refunded parts of the Agreement.
c. KGS will not be liable for damage to persons or goods other than the Goods that form a part of the Agreement, and its liability for direct loss shall at any time be limited to the amount invoiced under the Agreement.
d. KGS will not be liable for any indirect damage/loss, including consequential damage/loss, loss of profit, missed opportunities for savings and loss due to delays, or for loss due to the results of faults or shortcomings in designs, calculations, drawings, technical description, technologies, services, goods, etc. by third parties whose services, information or goods were used by KGS or for loss due to any violation of patents, licenses or any other rights of third parties due to the use of information provided by or on behalf of the Buyer;
3. Whenever KGS’s liability is excluded or limited, the same applies to the personal liability of KGS’s staff, employees, leaders or personnel.
XI. Retention of title
1. KGS retains the ownership of all Goods delivered to Buyer by KGS until all claims KGS has against the Buyer arising out of this or other agreements have been settled, including future claims arising from simultaneously concluded contracts.
2. The Buyer may not pledge or otherwise encumber any goods subject to retention of title.
3. If any third party attaches any goods supplied under retention of title or wishes to establish any right to or exercise any right in respect of such goods, the Buyer shall inform KGS thereof as soon as can be reasonably expected.
4. The Buyer undertakes to have and maintain any Goods supplied under retention of title insured against fire, explosion, water damage and theft, and to submit the relevant policy for inspection on first demand thereto.
5. Goods supplied by KGS under retention of title pursuant to paragraph 11.1 of this clause may be resold only in the context of normal business operations and may never be used for payment.
6. Any processing carried out by Buyer of Goods under retention of title shall be made on KGS’s behalf, without KGS becoming in any way liable as a result thereof. In the case of processing, composition or commingling of the goods under retention of title with other goods, KGS shall acquire a co-ownership share in the new product; in the case of processing, in the ratio of the value of the goods under retention of title (= gross invoice amount including ancillary costs and taxes) to the value of the new item; in the case of composition or commingling in the ratio of the value of the goods under retention of title to the other goods
7. To be prepared for the event that KGS wishes to exercise its retained ownership rights, the Buyer already grants now to KGS, and to any third party to be designated by KGS, its unconditional and irrevocable permission to both enter the locations and premises where the goods owned by KGS are held and to repossess such goods, including the carrying out of any necessary dismantling.
XII. Collection costs
1. If the Buyer fails to comply with any of its obligations, all reasonable extrajudicial costs incurred to obtain fulfilment thereof shall be for the Buyer’s account. If the Buyer fails to effect timely payment of an amount due, it shall be liable to forfeit an immediately payable penalty of 15% over the amount due, which, however, shall be at least EUR 100.
2. Any higher costs incurred by KGS which were reasonably necessary shall also qualify for compensation.
3. Any reasonable judicial costs and costs of execution incurred by KGS shall be borne by the Buyer.
4. The Buyer shall pay interest on the collection costs incurred.
XIII. Termination
1. For convenience: Unless otherwise specifically stated in writing by KGS, Buyer may terminate an order for Goods, in whole or in part, for its convenience by prompt written notice to KGS specifying the extent of termination and effective date. As soon as reasonably possible after receipt of such notice, KGS shall stop all work on the affected order. In the event of such termination, KGS reserves the right at its option to invoice Buyer, and Buyer agrees to pay KGS, for a percentage of the terminated order price reflecting the percentage of work performed before the effective date of termination which may include the costs of all related raw materials and intermediates dedicated to Goods subject to the affected order, and a reasonable allowance for profit on work completed, but such amount may not exceed the total order price for the terminated order. This provision does not give Buyer any right to audit KGS's records with respect to any such amount invoiced.
2. For cause: KGS may suspend the fulfilment of its obligations or terminate the order or Agreement, if:
a. the Buyer fails to comply with a material obligation under the Agreement and does not cure such breach to the reasonable satisfaction of KGS within ten (10) calendar days of KGS’s written notice of intent to terminate for Buyer’s default.
b. after conclusion of the Agreement, on account of circumstances that have come to KGS’s knowledge, there are good grounds to believe that the Buyer will not fulfil its obligations. If there are good grounds to believe that the Buyer will fail to fulfil its obligations properly or fully, suspension shall only be allowed insofar as justified by the relevant shortcoming.
c. on conclusion of the Agreement, the Buyer was requested to provide security for the fulfilment of its obligations under the Agreement and if such security has not been provided or has proven to be insufficient. As soon as security has been provided, KGS’s authority to suspend its obligations shall be deemed cancelled, unless fulfilment by the Buyer of its obligations has been unreasonably delayed on account thereof.
d. if circumstances occur that render performance of the Agreement impossible or on account of which performance can in reasonableness and fairness no longer be required, or if any other circumstances occur on account of which KGS cannot reasonably be expected to uphold or continue the Agreement unchanged.
3. KGS may terminate or modify these Terms and Conditions applicable to an order or agreement immediately and without prior written notice to Buyer upon the insolvency of Buyer, filing of a voluntary or involuntary petition of bankruptcy by or against Buyer, making of an assignment for the benefit of creditors by Buyer, or a significant change in the ownership or control of Buyer.
4. Upon termination of the Agreement, any claim that KGS may have against the Buyer will be immediately payable. If KGS suspends the fulfilment of its obligations, it will retain any claims it may have by law and under the Agreement.
5. KGS shall at any time be entitled to claim damages.
XIV. Return of goods made available
1. If during the performance of the Agreement KGS puts items at the Buyer’s disposal, the Buyer shall return such items in their original condition, free from defects within 14 days. If the Buyer fails to do so, any resulting costs shall be for the Buyer’s account.
2. If the Buyer, for any reason, after having been duly warned, fails to comply with the obligation referred to in paragraph 1 of this clause, KGS shall be entitled to recover the resulting loss and costs, including the costs of replacement, from the Buyer.
XV. Transfer of risk
1. The risk of damage to or loss of the Goods shall in any case, subject to other provisions or agreements, pass to the Buyer when the goods are placed under the control of the Buyer or any third party to be designated by the Buyer.
XVI. Force majeure
1. Neither Party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by the occurrence of an event beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters, war, terrorism, strikes, lockouts, significant failure of the Internet or telecommunications infrastructure, governmental restrictions, pandemics, or any other event constituting force majeure. Upon the occurrence of such an event, the affected Party shall notify the other Party as soon as reasonably possible and shall make all reasonable efforts to resume performance of its obligations as soon as possible.
2. For as long as the impeding circumstances continue, the Parties may suspend compliance with their obligations under the Agreement. If this period lasts longer than three months, either Party shall be entitled to withdraw from the Agreement by confirming this in writing, without being obliged to pay damages to the other Party.
3. Insofar as KGS, on commencement of the force majeure, has performed or will be able to perform part of its duties under the Agreement, KGS will be entitled to invoice Buyer separately for the performance of these obligations. The Buyer shall settle such invoice as if the price due had arisen from a separate agreement.
XVII. Indemnification
1. The Buyer will indemnify KGS against any third-party claims regarding intellectual property rights to any materials or information provided by the Buyer used for the performance of the Agreement.
2. The Buyer guarantees that any information carriers, electronic files, software, etc. provided by it to KGS are free from viruses and harmful defects.
XVIII. Intellectual property and copyrights
1. Without prejudice to any other provisions of these general terms and conditions, KGS expressly retains all the rights and powers that belong to it pursuant to intellectual property law. This should be interpreted in the broadest sense, to include but not be limited to patents, trademarks, trade names, word marks, devices, copyrights, drawings, models, designs, know-how and the KGS logo or slogans. Under no conditions are any Intellectual Property rights transferred to Buyer.
2. The Buyer may not make any alterations to the goods or otherwise bring them into the market as if Buyer were the manufacturer, unless otherwise agreed in writing.
3. Unless agreed otherwise, KGS shall retain the ownership of any designs, sketches, drawings, films, software and any other items or (electronic) files made by it in the context of the Agreement, irrespective of whether these were made available to the Buyer or any third party.
4. Any documents provided by KGS such as designs, sketches, drawings, films, software, (electronic) files, etc. are exclusively intended to be used by the Buyer and, unless following from a natural consequence of their nature, may not without prior permission by KGS be reproduced, published or disclosed to any third party.
5. KGS reserves the right to use any additional knowledge obtained on account of the performance of the work for other purposes, insofar as no confidential information is disclosed to any third party when doing so.
XIX. Confidentiality
1. Both Parties shall observe secrecy with regard to any confidential information obtained from each other in the context of the Agreement or from other sources. Information shall be deemed confidential if indicated as such by a Party or if resulting from its nature.
2. If, under a statutory provision or judicial decision, KGS is obliged to provide confidential information to any third party designated by law or the competent court, and if KGS with regard to such information cannot rely on any statutory right of non-disclosure granted by law or recognized or permitted by the competent court, KGS shall not be obliged to pay damages or compensation and the other party shall not be entitled to dissolve the Agreement on the ground of any loss caused on that account.
XX. Non-engagement of personnel
1. During the term of the Agreement and within a period of one year after termination thereof, the Buyer shall not take into its employment, or otherwise engage for the performance of work, employees of KGS or companies whose services were engaged by KGS for the performance of the Agreement and which are or were involved in the performance of the Agreement, directly or indirectly, unless agreed upon by KGS.
XXI. Governing law and dispute resolution
1. The validity, performance and interpretation of these GTC and any order or Agreement to which these apply will be governed by the laws of the United Arab Emirates, without regard to its conflicts of law provisions.
2. The 1980 United Nations Convention on Contracts for the International Sales of Goods will not govern the Sales Terms.
3. Any and all disputes arising out of or in connection with the Agreement must be resolved in the following order:
a. By good faith negotiations conducted within 90 days of a request for such negotiations between duly authorized representatives of each side
b. If unsuccessful, by non-binding mediation within 120 days of a request therefore at a location acceptable to both parties using a neutral mediator having experience with the industry (with costs shared equally)
c. As a last resort, if mediation is unsuccessful, by litigation.
4. Any litigation relating to this Agreement must be filed in the appropriate court located in Dubai, UAE. The Buyer agrees to submit to the jurisdiction of the courts in the United Arab Emirates in the event of any litigation concerning any aspect of this Agreement.
This will not preclude either Party from taking other action if it is absolutely necessary to prevent immediate, irreparable harm to that Party’s interests.
XXII. Severability
1. If any provision of these Terms shall, for any reason, be held invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, such provision shall be deemed severable and such invalidity, illegality, or unenforceability shall not affect any other provision of these Terms which shall be enforced in accordance with the intent of this Agreement.
XXIII. No waiver
1. Any failure or delay by either party in exercising any right or remedy provided by or relating to these Terms in one or more instances does not constitute a waiver and shall not prohibit such party from exercising such right or remedy at a later time or from exercising any other right or remedy available.