Terms and conditions - Mosaic spare parts

Important notice
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. THEY CONTAIN LEGAL OBLIGATIONS AND RESTRICTIONS, INCLUDING BUT NOT LIMITED TO LIMITATIONS AND EXCLUSIONS OF OUR LIABILITY, INDEMNIFICATION OBLIGATIONS YOU MAY BE BOUND BY, AND REQUIREMENTS FOR INSURANCE COVERAGE. YOUR ATTENTION IS DRAWN SPECIFICALLY TO THE FOLLOWING PROVISIONS: Limitations of Liability: There are provisions in these Terms and Conditions that limit and potentially exclude our liability to you in the event of loss, damage, delay, misdelivery, nondelivery, misinformation, or failure to provide information in connection with your use of our services. Indemnification: There are provisions in these Terms and Conditions under which you agree to indemnify, defend and hold us harmless from and against certain types of claims, damages, costs, and expenses. Insurance: Given the limitations and potential exclusions of our liability to you, we strongly recommend that you consider obtaining your own insurance coverage that is appropriate for the value of the goods and the risks associated with their transport and handling. We do not provide insurance coverage and our charges are based on the value and weight of the goods but not the potential risks of damage or loss. Higher Limits of Liability: In certain circumstances, we may, at our sole discretion, agree to a higher limit of liability. This is subject to a written agreement and may require the payment of additional charges. BY USING OUR SERVICES, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT USE OUR SERVICES. WE RESERVE THE RIGHT, AT OUR DISCRETION, TO UPDATE OR REVISE THESE TERMS AND CONDITIONS AT ANY TIME, AND YOUR CONTINUED USE OF OUR SERVICES CONSTITUTES ACCEPTANCE OF ANY SUCH CHANGES. PLEASE CHECK THE TERMS AND CONDITIONS PERIODICALLY FOR CHANGES.
PREAMBLE / RECITALS:
The primary objective of these Conditions is to delineate and regulate the contractual relationship between the Client and the Company. This relationship encompasses a wide range of activities and services related to the purchasing and sales of goods, logistics, transportation, and management of goods, additional services as well as the management of information These Conditions also set forth the parties' responsibilities and obligations to comply with all applicable laws, regulations, and standards in performing their respective roles under this agreement. This includes, but is not limited to, customs laws, safety and health regulations, environmental regulations, data protection laws, and any other relevant legal requirements. The Conditions are intended to be comprehensive and to cover any and all aspects of the Client and the Company's relationship. By accepting these Conditions, the Client agrees to be bound by all of its terms and provisions. By accepting these Conditions, the Client acknowledges and agrees that the Company may act in any of the roles described here and below, and that the Company's duties, obligations, and liabilities may vary depending on its role in each specific transaction or activity.
DEFINITIONS AND INTERPRETATIONS:
In these Conditions, unless the context otherwise requires:
"Conditions" means the entire undertakings, terms and conditions embodied herein.
"Company" refers to MOSAIC AUTO SPARE PARTS LLC SP (Sharjah, the United Arab Emirates), a limited liability company duly registered in 1994 and existing under the laws of the United Arab Emirates, along with its group companies, subsidiaries, affiliates, and any other entities directly or indirectly referred to this entity or/and its group. This term also encompasses all of its and mentioned entities directors, officers, employees, agents, and independent contractors. The use of the terms "we," "us," and "our" in these Conditions shall refer to the Company and its aforementioned representatives, collectively and individually, as the context may require. This definition is intended to establish a clear and comprehensive identification of the legal entity and its associated parties, ensuring that the rights, obligations, and responsibilities under these Conditions are properly attributed and enforced.
"Client" refers to any individual, entity, or person acting on behalf of such individual or entity, who requests or avails the services provided by the Company. The term "Client" also includes their agents, representatives, employees, successors, and assigns. Furthermore, within the context of these Conditions, the terms "you," "your," and "yours" may be used interchangeably with the term "Client" to specifically address and refer to the party entering into the contractual relationship with the Company. This definition aims to establish a comprehensive understanding of the parties involved, ensuring that the rights, obligations, and responsibilities under these Conditions are appropriately attributed and enforced. It encompasses not only the initial requester but also any authorized representative or party acting on their behalf. It is important to note that the term "Client" does not necessarily imply an exclusively contractual relationship, as it may encompass any other party receiving or benefiting from the services provided by the Company.
"Agent" referres to the Company when acting on behalf of and in the name of the Client. As an agent, the Company may negotiate contracts, arrange transactions with third-party service providers, or conduct other activities under the Client's directive. The Company, in its capacity as an agent, remains independent and is not to be regarded as an employee, partner, or joint venturer of the Client. The actions of the Company as an agent are committed with the intention of legally binding the Client.
"Principal" is the Company when it acts in its own name and on its own account. In its capacity as a principal, the Company may enter into contracts, conduct transactions, or undertake other activities independently. As a principal, the Company bears the primary legal and financial responsibilities for the obligations arising out of the transactions conducted. The Client acknowledges and agrees that the Company, acting as a principal, may earn profits from such activities, and that the Company's fees are not dependent on or related to such profits.
"Services" refers to the complete array of business activities undertaken by the Company. These activities encompass the offering of advice, information, and an assortment of services in the following domains: Trade: The acquisition and disposal of goods, inclusive of all necessary transactions and negotiations. Logistics: The facilitation of goods transportation, whether on an international, regional, cross-border, or local scale, employing various modes of transport such as sea, air, or land, or any blend thereof. Handling and Storage: Activities involving the warehousing, loading, unloading, packing, unpacking, stuffing, un-stuffing, consolidation, de-consolidation, distribution, collection, and delivery of goods. This also includes storage services in various contexts and settings. Inventory Management: Oversight and control of inventory, along with related tasks such as labeling, repacking, reorganization, and logistical operations. Processing and Tracking: Other forms of processing, tracing, tracking, and overall handling of goods as per the requirements and specifications of the operation. Order and Customs Processing: Handling of orders, preparation of necessary documentation, and facilitation of customs brokerage activities. Moreover, the term "Services" also includes any activities that are supplementary, incidental, or directly related to or stemming from the activities specified above.
"Tariffs" The term "tariffs," within the scope of the relationships governed by these Conditions, refers to comprehensive solutions consisting of a set of services provided by the Company (including its affiliated entities and partners) to the Client, with a pricing policy that is easy for the Client to understand. As a result, various legally significant actions performed by the parties in the relationship are presented to the Client as a marketing concept, which the parties have agreed to refer to as "tariffs." The details of the actions performed by the Company, their composition and limits, as well as the remuneration involved, are specified in a Master Service Agreement and/or separate documents of the Company. Specifically, but not limited to, certain "tariffs" may include coverage for the Client in the event of damage or loss of their goods/cargo.
"Gratuitous services" are deemed as such when provided by the Company without any charge or fee, except for possible disbursements or out-of-pocket expenses incurred by the Company in the course of providing such services. These disbursements or expenses may include costs such as transportation, documentation, third-party charges, or any other costs directly associated with the provision of the gratuitous service.
"Cargo/Goods" refers to any and all items, products, merchandise, or materials, in whole or in part, including any Client's equipment, for which the Company provides or is to provide any Service as part of its contractual obligations. This definition encompasses tangible goods, whether in physical or digital form, that are the subject of the Services rendered by the Company. It includes, but is not limited to, raw materials, finished products, machinery, equipment, vehicles, spare parts, documents, packages, and any other physical or tangible items. Furthermore, the term "Cargo/Goods" also extends to any ancillary or related components, accessories, parts, or materials necessary for the proper functioning, operation, or use of the main items. It is important to note that the term " Cargo/Goods" applies to both owned and leased items, as well as any other items for which the Client has legal possession or control.
"Liabilities" encompasses, without limitation, all claims, demands, losses, damages, liabilities, responsibilities, fines, penalties, costs, and expenses (including legal costs and expenses) of any kind or nature, regardless of the cause or manner in which they arise. This broad definition is intended to cover all potential liabilities that may arise in connection with the subject matter of any agreement between Consumer and Company. It includes, but is not limited to, contractual obligations, tortious acts, statutory violations, breaches of duty, negligence, wilful misconduct, or any other legal or equitable claims.
"Prohibited items" means any goods or materials the purchase and carriage of which is prohibited by any international or local law, rule or regulation of related International entities or any countries in or over which the shipment travels. The company does not accept the following items to be transported with customs clearance: food products (including coffee, tea), medical and narcotic drugs (including alcohol, cigarettes and tobacco), explosives and flammable substances, weapons and ammunition, antique items and art objects protected by law, trademarked goods subject to intellectual property law.
"Inclusive pricing" refers to a pricing strategy where all costs associated with a product or service are included in the listed price. This means that the price quoted to the Client includes all charges related to the service or product, such as taxes, shipping fees, handling fees, and any other costs that may be incurred in the delivery of the service or product. In the context of the Conditions, if the Company charges an "inclusive price," it means that the fee charged to the Client includes all costs associated with the services provided. This could include costs for purchasing and selling of goods, forwarding, carriage, transportation, storage, inventory management, order handling, document preparation, and customs brokerage, among others.
"Actual Weight": The actual weight refers to the precise measurement in kilograms that is determined by placing the shipment on a calibrated weighing scale.
"Dimensional weight": is a quantification of the space utilized by a shipment within a transport unit. It is determined to facilitate accurate calculations, and both the actual weight and dimensional weight adhere to standardized measurements expressed in kilograms. For the purpose of globally converting cubic meters of volume into volumetric kilograms, a universally accepted formula is applied: the product of the length, width, and height of the shipment, divided by 6000, with the dimensions specified in centimeters.
"Billable Weight": is the weight used to calculate the transportation cost for the shipper. Typically, the highest weight between the actual weight and the dimensional weight is considered as the billable weight. If the actual weight is greater than the dimensional weight, the billable weight is the actual weight. If the dimensional weight exceeds the actual weight, the billable weight is the dimensional weight.
General interpretation In these Conditions, the following rules of interpretation shall apply: Words in the singular form shall include the plural form and vice versa. Words indicating a specific gender shall be interpreted as encompassing all genders. References to persons shall include individuals, corporations, unincorporated entities, and any other legal entities. The term "third party(ies)" in certain context also can include any party that is the parent, subsidiary, or associated company(ies) of the Company. References to statutory provisions shall be understood as references to those provisions as respectively amended, re-enacted, or as their application is modified by other provisions from time to time. This includes any provisions of which they are re-enactments (whether with or without modification). References to Clauses refer to clauses specifically stated within these Conditions. Clause headings and sub-headings are provided for convenience only and do not affect the interpretation of these Conditions.
ACCEPTANCE OF THESE TERMS AND CONDITIONS: By engaging in any conduct or action that demonstrates your interest in obtaining any of the Services within the scope of these Conditions, including registering on our Company's website(s) or other informational resources, expressing your intention to receive a Service, it unequivocally signifies your acceptance of our terms and conditions as set forth in any of our agreements, including the provision of other services on behalf of yourself and/or any other interested party, regardless of whether you have signed the appropriate part of our document or not. Our terms and conditions also extend to and can be invoked by any individuals or entities we employ or subcontract for the collection, transportation, delivery of your shipment, or the provision of other services, as well as our employees, directors, and agents. In the event that you provide us with oral or written instructions that conflict with our terms and conditions, we shall not be bound by such instructions. Furthermore, the absence of your personal signature on any of the documents used in Company's documentation process does not serve as a basis for rejecting these Conditions and cannot be used as evidence in dispute resolution, including in courts or other institutions/means of asserting your interests.
By agreeing to these Terms, the Client also acknowledges and agrees to other policies and rules of the Company publicly available on the Company's website(s), including but not limited to the Privacy and Personal Data Policy, company's tariffs and refund policy, and the standard master agreement with the client.
ROLES OF THE COMPANY:
The primary objective of these Conditions is to delineate and regulate the contractual relationship between the Client and the Company. This relationship encompasses a wide range of activities and services related to the general and specified trading, logistics, transportation, and management of goods, as well as the management of information, and may include the following Roles of Company, as detailed below:
Company as Master Purchaser: As a part of the services provided under these Conditions, the Company may act in the capacity of a master purchaser. This involves the Company negotiating and entering into purchase agreements on behalf of the Client for the procurement of goods as per the Client's requirements. In performing this role, the Company will leverage its expertise and resources to secure favorable terms and conditions for the Client.
Company Acting as Agent: In certain circumstances, the Company may act as an agent for the Client. In this role, the Company carries out activities on behalf of and in the name of the Client, such as negotiating contracts, making arrangements with third-party service providers, or conducting transactions. Despite acting on behalf of the Client, the Company will always remain independent and will not be considered as an employee, partner, or joint venturer of the Client.
When the Company is acting in its capacity as an agent, it is hereby expressly authorized by the Client to perform the following: Enter into any agreements or contracts with third parties on behalf of the Client. This includes the authority to accept any terms presented by third parties, even those that may contain provisions exempting or limiting the third party's liability. Perform any and all acts necessary to carry out the Client's instructions, which may include but is not limited to selecting, engaging, and contracting with sellers, carriers, forwarders, receiving agents, delivery agents, warehousemen, packers, and other service providers.
The Company reserves the right, at its sole discretion, to delegate its authority, either in whole or in part. This delegation may be to any entity or individual, and may be done on any terms the Company deems appropriate.
When executing a contract or performing any act on behalf of the Client, the Company does not purport to establish a direct contractual relationship with the Client for the provision of the services. Instead, it acts solely as an intermediary, securing the required services from third parties. The contractual relationship, therefore, exists directly between the Client and the third party(ies).
Unless otherwise instructed by the Client in writing and accepted by the Company in writing, the Client waives all rights to inquire into the terms, conditions, and other particulars of contracts or arrangements entered into by the Company on its behalf.
In terms of payment, the Client agrees that the Company may charge an inclusive sum at its discretion. The difference between the amount charged by the Company and the amount charged by the third party shall represent the Company's remuneration or commission or income.
Company Acting as Principal: There may be instances where the Company acts as a principal rather than as an agent. In this capacity, the Company will enter into contracts and transactions in its own name and on its own account. The Client acknowledges and agrees that the Company may earn profits from such activities, and that the Company's fees are not dependent on or related to such profits.
The Company is deemed to be operating in the capacity of a Principal with respect to a Service under the following circumstances: (a) Direct Performance and Control: The Company is providing the Service directly, involving purchasing and selling of the Goods. This is applicable when the Goods are in the actual possession of the Company, under its direct custody and control. (b) Compulsory Legal Status: In certain situations, the Company may be providing the Service as a principal as per compulsorily applicable law. This is the case when either specific legislation or regulatory requirements dictate that the Company is, or is deemed to be, providing the Service as a principal. By accepting these Conditions, the Client acknowledges and agrees that the Company may act as a principal under the conditions specified above, and that the Company's responsibilities and liabilities may be different in this capacity compared to its role as an agent.
The Company should not be presumed to be acting as a Principal in respect to any Service based solely on one or more of the following circumstances: (a) Inclusive Pricing: The Company charging an all-encompassing, inclusive price for its Services does not inherently imply its role as a principal. An inclusive price may merely represent a streamlined billing process for the Client and does not change the Company's role or obligations. (b) Company Equipment and Facilities: The provision of owned or leased equipment and/or facilities by the Company does not automatically determine its status as a principal. The utilization of Company's resources is a common practice in the execution of services and does not alter its capacity as either an agent or a principal. (c) Consolidation of Goods: The Company's arrangement for Goods to be forwarded, carried, transported, stored, or otherwise handled together or in consolidation with other goods does not, by default, denote its function as a principal. Such consolidation is a standard business practice aimed at improving efficiency and reducing costs, and it does not imply the Company's principal status. These provisions aim to clarify the situations in which the Company's role should not be misconstrued as that of a principal. By accepting these Conditions, the Client acknowledges and agrees that the Company's status as an agent or a principal cannot be determined solely based on the above scenarios.
Company Acting for Third Party Service Provider: The Company may also act on behalf of third-party service providers in its dealings with the Client. In this role, the Company may enter into contracts, make arrangements, or conduct transactions with the Client on behalf of these third-party service providers. The Client acknowledges and agrees that the Company's obligations and liabilities may be limited in this capacity, and that the third-party service provider may have its own terms and conditions that apply to its services. In instances where the Company acts as an agent or subcontractor for a third party, it is agreed that the Company is entitled to all Rights and Defences available to that third party in the case of any act, omission, negligence, neglect, or default committed by the Company in the course of acting as such agent or subcontractor. This entitlement extends to situations involving the Client wner or others claiming under the Client or any relevant goods. These Rights and Defences include those available to the third party in contract or under statute, or otherwise available in law, as if such third party Rights and Defences were expressly incorporated into the Conditions for the benefit of the Company and made applicable to such act, omission, negligence, neglect, or default. In addition, the Company is entitled to all its own Rights and Defences under the Conditions or otherwise available in law. These entitlements underscore the Company's role as an agent or subcontractor and not as a principal party in these arrangements. Consequently, the Company's liability is correspondingly limited. This understanding is integral to the relationship between the Client and the Company.
Company reserves to itself the discretion to provide any Service as a principal or to procure as an agent of Client the provision of the required Service by third party(ies).
TERMS OF SERVICES:
The Company reserves the right to execute any Service, or exercise any power or discretion as granted by the Conditions, either directly or through its affiliated entities, which may include parent or subsidiary companies. This could encompass a wide range of activities, such as the performance of Services, decision-making on operational matters, or the exercise of contractual rights and obligations. The Company's ability to delegate these responsibilities to its affiliated companies provides flexibility and can enhance efficiency in the provision of services. Moreover, it is explicitly stated that any parent or subsidiary company shall be entitled to the benefits conferred by these Conditions. This includes, but is not limited to, the rights, protections, and limitations of liability outlined in this agreement. This provision ensures that the affiliated entities of the Company are equally protected under the terms of this agreement, thereby creating a comprehensive contractual framework that safeguards the interests of the entire corporate group. By accepting these Conditions, the Client acknowledges and agrees to the Company's right to perform Services and exercise its powers and discretions through its affiliated, parent or subsidiary companies, and to the extension of the benefits of these Conditions to such entities.
The Company reserves the unequivocal right to refuse to provide any Service to any individual or entity at its sole discretion. This decision could be based on various factors, which need not be disclosed, and could include considerations such as risk assessment, resource availability, potential conflicts of interest, or other legitimate business reasons.
Any Services provided by the Company free of charge, also referred to as gratuitous services, are provided without acceptance of any liability of any kind, irrespective of the circumstances or manner in which any potential liability might arise. This includes, but is not limited to, liabilities that may arise due to negligence, breach of contract, misrepresentation, or any other legal or equitable grounds.
The recognition of a Service as a "Gratuitous service" in the event of any dispute or assertion of rights by the Client may be substantiated by information demonstrating that the Company has not received a business income from the provision of such service. This could be evident when the expenses incurred in the provision of the Service were equal to, or nearly equal to (the Client agrees that documented evidence of costs reaching up to 95% of the value constitutes such a threshold), the costs paid out for services or work performed by third parties.
A Service in such a case can be recognized as Gratuitous one, even if the parties had a clear intention of doing business and the Company had the intention to have income. The Client understands and acknowledges that the Service can be recognized as free after the fact, that is, after entering into a relationship with the Company, is ready and agrees to bear these risks.
The Client acknowledges these clauses not only as a fundamental part of this Conditions, but also as a reflection of the understanding that the Company, in providing such Services, has acted or could act without the expectation of profit, but rather in the interest of maintaining a positive business relationship. Therefore, any attempt to impose liability on the Company for issues arising from such gratuitous services would not only be contrary to the terms of this document, but also contrary to the spirit of goodwill in which such services were provided. By accepting these Conditions, the Client recognizes the potential for certain Services to be classified as gratuitous under the criteria specified above and agrees to refrain from initiating disputes or making claims against the Company based on issues arising from such Services.
CLIENT'S WARRANTIES AND OBLIGATIONS:
The Client assures the Company of the following: The instructions provided to the Company or its representatives are lawful, reasonable, and executable. The Goods are legal, do not contain any contraband, sanctioned and/or prohibited items, or items infringing on others' intellectual property rights. Goods are suitable for the Services and the purposes for which they are presented. The condition of the Goods will not cause or is unlikely to cause damage or injury to any property or person. The Company has been notified in writing of any special characteristics of the Goods that require specific handling or attention before their presentation. The particulars of the Goods are complete, accurate, and include all necessary data for lawful and safe execution of the Services and instructions. All information related to the Goods conforms to cargo declaration requirements under all applicable laws and regulations. The Client will comply with operational procedures prescribed by the Company, its representatives, or its subcontractors. These warranties assure that the Company can rely on the Client's actions and information, allowing for the smooth and efficient provision of Services.
The Client commits to promptly furnishing all requisite documentation to the Company, or the individual specified by the Company, as required by existing regulations, applicable laws, and standard business practices. This includes, but is not limited to, legal paperwork, permits, licenses, declarations, invoices, packing lists, and any other documentation that may be required to facilitate the Services.
The Client understands that the timeliness and completeness of such documentation are critical to the effective execution of the Company's Services. Therefore, the Client guarantees that all provided documents will be current, accurate, complete, and will comply with all relevant legal and regulatory requirements.
Failure to provide necessary documentation in a timely manner may result in delays, potential legal complications, or additional costs, for which the Client acknowledges full responsibility. Furthermore, the Client accepts that the Company is under no obligation to verify the accuracy or completeness of the provided documents, and any errors or omissions therein do not constitute the Company's liability.
The Client affirms to promptly notify the Company of any changes or updates to the provided documents that may impact the Services. The Client also understands that certain Services may require additional or specific documents and agrees to provide these promptly upon the Company's request.
Through this clause, the Client is committed to fostering an environment of transparency, cooperation, and compliance, thereby facilitating the effective provision of Services by the Company.
The Client recognizes the Company's right to refuse or cease service immediately, without any liability, should there be any violation, non-compliance, or delay in adhering to the stipulations set forth in this agreement. This includes the situation where the Company perceives such a breach to have occurred.
The Client holds sole responsibility for ensuring the compliance of the Goods with the applicable laws. To remove any doubt, the Company will not be held accountable for any damage, loss, non-delivery, misdelivery, delay, or deviation that arises from the failure to comply with the relevant rules by The Client
The Client unequivocally assures that they will not engage the Company for the purchasing or selling, transportation or management of any shipments, should they, or any parties involved in the shipment, find themselves listed on any sanctions programmes. This includes, but is not limited to, those sanctioned by the United Nations, as well as any supplementary and/or implementing regional or national programmes. Moreover, the Client agrees to indemnify, defend and hold harmless the Company from any claims, losses, penalties or any other costs arising from the Client's breach of the sanctions assurance. This includes legal costs and fees related to any investigations, litigation, settlements, or penalties from regulatory bodies that may occur due to such a breach. The Company do not trade with or provide any services to individuals and companies owned or controlled by, or acting for or on behalf of, OFAC targeted countries and individuals, groups, and entities, such as terrorists and narcotics traffickers designated under the OFAC programs that are not country specific.
Except in cases where the Company, as a legal entity, acts as a principal, the Client pledges to refrain from initiating any claims of any kind, regardless of their nature or cause, against any officer, employee, agent, or subcontractor of the Company, that attempts to enforce any liability related to any Services, Goods, or instructions provided.
This stipulation expressly includes, but is not limited to, claims arising from loss or damage to Goods, delay or deviation in Service delivery, miscommunication of instructions, or any misconduct or negligence on the part of any person associated with the Company.
Additionally, the Client recognizes that this indemnity also extends to any form of reputational damage to the Company, its officers, employees, agents, or subcontractors as a result of such a claim. The Client is therefore required to take all necessary steps to mitigate any adverse impact on the reputation of the Company resulting from such claims.
PROTECTION OF CLIENT'S INTERESTS
The Client understands and accepts that he cannot claim protection of their rights as a consumer in any relationship with the Company, except in cases where the Company acts as a principal and independently sells goods or provides services. As a means of protecting their interests in the event of loss or damage to goods/cargo, the Client may choose one of the Company "tariffs" that provide coverage in such cases. The Client independently assesses the risks and assumes them at their own discretion. In addition to the options provided by the Company, the Client also acknowledges that they have the option to avail themselves of the services of professional insurance companies to insure themselves against various risks associated with their relationship with the Company. The Client acknowledges that any expenses or additional costs incurred for such insurance are solely their responsibility, and the Client's unwillingness or inability to incur such additional expenses cannot in any form be the basis for placing additional liability on the Company.
MISCELLANEOUS:
No Variation: No servant or agent of the Company has the authority to waive or vary any provision of these Conditions unless such waiver or variation is in writing and signed by a duly authorized person or director of the Company.
Severability: Each provision of these Conditions is severable and distinct from the others. If any provision becomes invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby.
Rights Cumulative: Any rights and defenses conferred on the Company by these Conditions are cumulative and without prejudice to all other rights and defenses available to it, whether contained within these Conditions, under statutory provisions, or available in law.
No Waiver: No omission or delay on the part of the Company in exercising any of its rights and defenses shall operate as a waiver thereof. Any single or partial exercise of such rights and defenses shall not preclude the further or other exercises thereof or the exercise of any other rights and defenses which it has or may have.
Notices: All notices required to be given to the Company under these Conditions shall be in writing and delivered or sent by mail (postage prepaid) to the Company's registered address or as otherwise notified by the Company in writing. If, despite reasonable efforts, the Client or any other person cannot reasonably be contacted, notice requirements may be dispensed with.
Protective Declarations: Nothing in these Conditions shall affect or prejudice the rights and defenses of the Company, its officers, servants, agents, or subcontractors under any separate declarations, certifications, warranties, undertakings, and/or indemnities provided or given by or on behalf of the Client.
APPLICABLE LAW AND DISPUTE RESOLUTION:
The Conditions, this document interpretation, performance, enforcement, and any disputes related thereto shall be governed by and construed in accordance with the laws of the United Arab Emirates. Each party irrevocably consents and submits to the exclusive jurisdiction of the courts of the United Arab Emirates for any such disputes, and waives any argument that any such court does not have jurisdiction over such disputes or that venue in any such court is not appropriate or convenient.
The parties mutually agree to commit themselves to resolve any potential disputes or disagreements arising out of or in connection with the agreement in a fair and equitable manner. Initially, upon the emergence of any dispute, the parties will engage in a period of negotiation in good faith, aiming to resolve the dispute amicably. Each party agrees to appoint a designated representative who will be responsible for negotiating on its behalf. Should negotiation fail to resolve the dispute within a predefined period, the parties agree to proceed to mediation and/or arbitration.
Alternatively, if mediation/ arbitration is not agreed upon, the dispute may be settled through litigation. The parties agree that the governing law for any litigation proceeding will be the laws of the United Arab Emirates, regardless of any conflicting law principles. Any litigation under this agreement shall be conducted in a court of competent jurisdiction within the United Arab Emirates.