General Terms & Conditions

1.1. These general terms and conditions of sale (hereinafter referred to as "General Terms and Conditions") shall apply to all products supplied and services performed by GF Corys Piping Systems L.L.C (hereinafter referred to as ‘GFC’) towards the Purchaser (hereinafter referred to as “Products”). They shall also apply to all future sales of goods similar to the Products and all other business, even when no express reference is made to these General Terms and Conditions.

1.2. Any legal transactions (one-, two-, as well as multi-sided legal transactions, e.g., conclusion, disputing, contesting, etc.) on the part of GFC and Purchaser must be in writing to be valid. Provisions deviating or supplementing these General Terms and Conditions, especially the Purchaser's general terms and conditions of purchase and verbal agreements, shall only be applicable if accepted in writing by GFC or if they favor GFC. The written form shall be deemed to comply with all forms of transmission, evidenced in the form of text, e-mail, etc.

1.3. Offers shall only be binding if they contain a specifically stated period for acceptance.

2.1. GFC’s product range is subject to change without prior notice.

2.2. The order confirmation shall govern the scope and execution of the contract.

2.3. GFC shall be entitled to hire subcontractors.

3.1. The Purchaser shall bring to the attention of GFC all local laws and regulations at the place of destination which bear connection with the execution of the contract and the adherence to relevant safety regulations and approval procedures.

3.2. Unless otherwise agreed in accordance with Clause 3.1, the supplies shall comply with the regulations and standards at GFC’s registered office.

3.3. In case of re-exports, the Purchaser shall be responsible for compliance with pertinent export control regulations.

3.4. Purchaser warrants that it shall neither directly nor indirectly:

- resell goods delivered to Purchaser by GFC to any country or customer GFC would be prohibited to deliver such goods to at the date of resale, nor

- transit such goods through or unload such goods in any such country during the shipment of the goods where GFC would be prohibited to transit through or unload in at the date of transit or unloading,

under any international export, export control, customs or trade law, including but not limited to embargo or sanction regulations applicable to GFC.  Purchaser shall compensate GFC for all damages, costs or expenses incurred by GFC resulting from any non-compliance or breach of the Purchaser with this obligation and warranty under this Clause.

3.5. For Purchasers with registered place of business in non- EU countries falling under the scope of Article 12g of Council Regulation (EU) No. 833/2014 or Article 8g of Council Regulation (EU) No. 2024/1865, the following shall apply in addition to the Clauses 3.3. and 3.4:

3.5.1.  The Purchaser shall not sell, export or re-export, directly or indirectly, to the Russian Federation or Belarus or for use in the Russian Federation or in Belarus any goods supplied under or in connection with this contract that fall under the scope of Article 12g of Council Regulation (EU) No. 833/2014 or Article 8g of Council Regulation (EU) No. 2024/1865.

3.5.2.  The Purchaser shall undertake its best efforts to ensure that the purpose of Clause 3.5.1 is not frustrated by any third parties further down the commercial chain, including by possible resellers.

3.5.3.  The Purchaser shall set up and maintain an adequate monitoring mechanism to detect conduct by any third parties further down the commercial chain, including by possible resellers, that would frustrate the purpose of Clause 3.5.1.

3.5.4.  Any violation of Clauses 3.5.1, 3.5.2 or 3.5.3 shall constitute a material breach of an essential element of this contract, and GFC shall be entitled to seek appropriate remedies, including, but not limited to termination of the contract.

3.5.5.  The Purchaser shall immediately inform GFC about any problems in applying Clauses 3.5.1, 3.5.2 or 3.5.3, including any relevant activities by third parties that could frustrate the purpose of Clause 3.5.1. The Purchaser shall make available to GFC information concerning compliance with the obligations under Clauses 3.5.1, 3.5.2 and 3.5.3 within two (2) weeks of the simple request of such information.

4.1. Unless agreed otherwise, the prices shall be deemed to be in AED, net, EXW (Incoterms 2020 of the ICC, or latest version) at the production site(s) of GFC, including standard packing.

4.2. Prices are based on raw material, energy, labor, logistics, customs duties, taxes, and foreign exchange rates prevailing at the date of order confirmation.

4.3. GF Corys may adjust prices at any time prior to delivery to reflect any increase in:

4.3.1.  raw materials,

4.3.2.  energy or utilities,

4.3.3.  labor costs,

4.3.4.  freight or logistics,

4.3.5.  customs duties or taxes, or

4.3.6.  foreign exchange rates,

4.3.7.  where such increase exceeds five percent (5%) in aggregate.

4.4. Price adjustments shall apply automatically upon written notice and shall not entitle the Purchaser to cancel, suspend, or delay the order. Where GFC’s costs are incurred in a currency other than AED, any adverse exchange rate movement exceeding two percent (2%) between order confirmation and delivery shall be for the Purchaser’s account

4.5. If the Products are provided with additional packaging over and above the standard packaging, such packaging shall be charged additionally.

5.1. The Purchaser shall make payments at the place of GFC within thirty (30) days of receipt of invoice, unless agreed otherwise, without any deductions, such as discounts, costs, taxes, or dues.

5.2. The Purchaser shall only be entitled to set off or deduct counterclaims against claims of GF Corys if such counterclaims are undisputed by GFC or have been legally established in favor of the Purchaser by a court of competent jurisdiction, and the Purchaser shall not be entitled to withhold, delay, or reduce any payment due to GFC by reason of any alleged defects, partial deliveries, or outstanding non-essential components, provided that the delivered Products are not rendered unusable as a result.

5.3. If the advance payment or the contractually agreed securities have not been made on time, GFC shall be entitled to adhere to or to rescind the contract and shall in both cases be entitled to claim damages.

5.4. GFC may immediately suspend or terminate the contract or any order if:

5.4.1.  the Purchaser is late in payment,

5.4.2.  the Purchaser’s creditworthiness deteriorates,

5.4.3.  agreed securities are not provided, or

5.4.4.  the Purchaser commits a material breach not cured within ten (10) days of written notice.

5.5. GFC may reallocate production capacity at its discretion

5.6. If the Purchaser does not adhere to the agreed terms of payment, the Purchaser shall be liable without reminder with effect from the agreed date on which the payment was due. The right to claim further damages is reserved. Late payments shall accrue interest at nine percent (9%) per annum, compounded monthly. The Purchaser shall reimburse GF Corys for all collection, legal, and enforcement costs. GF Corys may apply payments to the oldest outstanding invoices at its discretion.

6.1.  As far as acknowledged by the jurisdiction in the respective country of destination of the goods, the further provisions of this Clause 6 shall apply. In any case, they shall be considered separable from each other in terms of content and linguistics and shall apply to themselves.

6.2.  Simple reservation GFC retains title to all goods delivered by GFC until full payment of the respective claims of GFC.

6.3.  Processing or transformation of the goods supplied by GFC by the Purchaser is always carried out for GFC. If the goods supplied are processed or inseparably combined or mixed with objects not belonging to GFC, co-ownership of the new object shall be acquired in proportion to the value of the goods supplied by GFC to the other processed objects at the time of processing or in proportion to the value of the goods supplied by GFC to the other combined or mixed objects at the time of combination or mixing. If the goods are combined or mixed by the Purchaser with other objects to form a single object and if the other object is to be regarded as the main object, the Purchaser is obliged to transfer co-ownership to GFC on a pro rata basis insofar as the main object belongs to the Purchaser. The Purchaser shall detain the sole ownership or co-ownership on behalf of GFC.

6.4. During the period of reservation of title, the Purchaser shall at his own cost maintain the supplies and insure them for the benefit of GFC against theft, breakdown, fire, water, and other risks. The Purchaser shall further take all measures to ensure that GFC's title is in no way compromised or rescinded.

6.5. Extended reservation of title

6.5.1.  Should the Purchaser resell Products to which title is reserved, in the ordinary course of business, the Purchaser shall hereby be deemed to have tacitly assigned to GFC the proceeds deriving from their sale together with all collateral rights, securities, and reservations of title until all claims held by GFC have been settled.

6.5.2.  The Purchaser is authorized to collect the assigned receivables, as long as the Purchaser fulfills its payment obligation towards GFC in accordance with the contract.

6.6. Overall reservation of title

6.6.1.  The requirements to be met from Clause 6.2 extend to all current and future demands of GFC towards the Purchaser.

6.6.2.  The assignment is valid only if the value of the Products subject to retention of title, together with the granted securities, exceeds GFC’s claims against the Purchaser by more than twenty (20%). 

7.1. Unless otherwise agreed, the Products shall be delivered EXW (Incoterms 2020 of the ICC, or latest version) at the production site(s) of GFC.

7.2. The term of delivery shall commence as soon as the contract has been entered into all official formalities, such as import and payment permits, have been obtained, and all essential technical issues have been settled. The term of delivery and the delivery dates shall be deemed duly observed when, upon its expiry or on the day of the delivery date, the Products are ready for dispatch.

7.3. Partial shipments to a reasonable extent shall be allowed, and GFC shall be entitled to invoice for such partial deliveries.

7.4. Delivery is subject to the following conditions, i.e., the delivery time shall be reasonably extended, respectively the delivery date postponed.

7.4.1.  if the information of the Customer required by GFC for the performance of the contract is not received in time, or if the Customer subsequently changes it, thereby causing a delay in the delivery of the supplies;

7.4.2.  if GFC is prevented from performing the contract by force majeure. In particular, force majeure means an unforeseeable event beyond GFC’s reasonable control that renders performance impossible, including acts of government, war, natural disasters, fire, or total destruction of production facilities.

7.4.2.1.  Force majeure expressly excludes changes in market prices, cost increases, inflation, or economic hardship.

7.4.2.2.  If a force majeure event continues for more than sixty (60) days, GFC may terminate the affected order without liability.

7.4.3.  if the Purchaser is in delay with the fulfillment of his obligations under the contract, in particular, if the Purchaser does not adhere to the agreed conditions of payment, or if he has failed to timely provide the agreed securities.

7.5. If, for reasons attributable to GFC's the agreed term of delivery or a reasonable extension thereof is exceeded, GFC's shall not be deemed in default until the Purchaser has granted to GFC's in writing a reasonable extension thereof of not less than four (4) weeks, which is equally not met. The Purchaser shall then be entitled to the remedies provided at law, it being however understood that, subject to limitations of Clause 11.

7.6. If the Purchaser fails to take delivery within a reasonable time of Products notified as ready for dispatch, GFC shall be entitled to store the Products at the Purchaser's expense and risk and to invoice them as delivered. If the Purchaser fails to effect payment pursuant to the terms of payment, GFC shall be entitled to dispose of the Products. GFC undertakes to inform the Purchaser of the consequences of his actions or omissions.

7.7. In the event of damage or loss of the Products during carriage, the Purchaser shall mark the delivery documents accordingly and immediately have the damage ascertained by the carrier. Not readily ascertainable damages sustained during carriage shall be notified by the Purchaser to the carrier within six (6) days after receipt of the Products.

7.8. If, contrary to the agreed terms of delivery, GFC or the Purchaser takes on tasks (e.g. transport, loading or unloading of the deliverables, insurance, etc.) which are not their responsibility but the contracting party's, these tasks shall be deemed to have been performed on behalf of and for the account of the respective contracting party responsible. In this sense, the person executing the order acts as a vicarious agent for the responsible contracting party.

7.9. If the Purchaser cancels any order without GFC’s written consent, GFC shall be entitled to retain all advance payments, charge a cancellation fee of twenty percent (20%) of the contract price, and recover all costs incurred, without prejudice to further damages. 

8.1. In addition to clause 4.3, if performance of any order becomes commercially impracticable due to extraordinary cost escalation exceeding ten percent (10%), GFC may revise the price, suspend performance, or terminate the affected order without liability.

8.2. GFC shall not be obliged to manufacture or deliver products affected by permanent factory closure, production line removal, capacity reduction, or strategic business restructuring. GFC may cancel or renegotiate pending orders without liability.

8.3. GFC may suspend or cancel any framework, call-off, or pending order where the Purchaser places no orders for a continuous period of ninety (90) days. Such cancellation shall not give rise to any claim.

9.1.    The Products will be subject to normal inspection by GFC during manufacture. Additional tests required by the Purchaser shall be agreed upon in writing and shall be charged to the Purchaser.

9.2.    It shall be a condition of GFC obligation under the warranties stated hereinafter that GFC is notified in writing by the Purchaser of any purported defect immediately upon discovery. Notice concerning weight, numbers, or apparent defects is to be given within thirty (30) days from receipt of the Products, notice of other defects immediately latest within seven (7) working days after discovery, in any event within the warranty period.

9.3.    The Purchaser shall not dispose of allegedly defective Products until all warranty and/or damage claims are finally settled. At its request, defective Products are to be placed at GFC disposal.

9.4.    At its request, GFC shall be given the opportunity to inspect the defect and/or damage, prior to commencement of remedial work, either by itself or by a third party.

10.1.    Warranty

10.1.1.  The warranty is, unless otherwise explicitly agreed, not transferable and limited to the country in which the representative of GFC is located, with whom the contract was concluded. Warranty claims must be made in the country in which the product in question was purchased.

10.1.2.  The warranty or damage claims become time-barred twelve (12) months from receipt of the Products by the end user but at the latest within eighteen (18) months of the Products being dispatched by GFC.

10.1.3.  For spare or repaired parts, the warranty period is limited to the initial warranty period of the replaced or repaired part.

10.1.4.  For Products manufactured to specifications, drawings, or patterns supplied by the Purchaser, GFC warranty shall be restricted to proper materials and workmanship.

10.1.5.  This warranty shall not apply to damage resulting from normal wear and tears, improper storage and maintenance, failure to observe the operating instructions, overstressing or overloading, unsuitable operating media, unsuitable construction work or unsuitable building ground, improper repairs or modifications/alterations by the Purchaser or third parties, the use of other than original spare parts and other reasons beyond GFC control.

10.1.6.  Claims for deficiency of title become time-barred twelve (12) months from receipt of the Products by the end user.

10.2.    Liability for defects

10.2.1.  At the written request of the Purchaser, GFC undertakes to repair or replace at its discretion, as quickly as possible and free of charge, all Products supplied which demonstrably suffer from faulty design, materials, or workmanship, from faulty operating or installation instructions, or which become defective or unusable due to faulty advice.

10.2.1.1.  Replaced parts shall be handed over to GFC and become property of GFC, unless GFC waives this right.

10.2.1.2.  In order to protect employees from toxic or radioactive substances which may have been transported in the Products concerned, defective parts returned to GFC or its sales organizations must be accompanied by a Material Safety disclosure Form. The form may be obtained from GFC local sales company.

10.2.2.  The Purchaser shall be entitled to rescind the contract or to demand a reduction of the contract price if:

10.2.2.1.  the repair or replacement of the defective Product is impossible,

10.2.2.2.  the defective Product is not repaired or replaced within a reasonable period, or

10.2.2.3.  if GFC refuses the repair or replacement of the defective Product, or if for reasons attributable to GFC, the repair or replacement is delayed.

11.1. The rights and remedies of the Purchaser shall be exclusively governed by these General Terms and Conditions. All further claims, such as damages, reduction of the purchase price, termination, or rescission of the contract, are excluded.

11.2. In no case, whatsoever, shall the Purchaser be entitled to claim damages other than compensation for costs of remedying defects in the supplies. This in particular refers, but shall not be limited to, loss of production, loss of use, loss of orders, loss of profit, third party recovery claims, and other direct or indirect or consequential damages.

11.3. GFC’s total aggregate liability under any order shall not exceed the net price actually paid for the affected Products. Liquidated damages, penalties, and contractual fines are expressly excluded.

11.4. This limitation of liability equally applies to the extent GFC is liable for acts or omissions of auxiliary persons, such as its employees or third parties engaged for the performance of its obligations. It does not apply in case of unlawful intent or gross negligence on the part of GFC and in case of GFC mandatory statutory liability, in particular under applicable product liability laws.

12.1.  Technical documents, such as drawings, descriptions, illustrations and data on dimensions, performance, and weight, as well as references to standards, are for information purposes only. They are not warranted characteristics and are subject to change.

12.2. All technical documents shall remain the exclusive property of GFC and may only be used for the purposes agreed between the parties or as GFC may consent.

13.1.  Each party shall keep in strict confidence all commercial or technical information relating to the business of the other party, of which it has gained knowledge in the course of its dealings with the other party. Such information shall neither be disclosed to third parties nor used for other purposes than those agreed upon.

13.2. Personal data will only be processed by GFC in accordance with the relevant laws and exclusively based on a separate contract submitted by GFC.

14.1.  Should any term or clause of these General Terms and Conditions in whole or in part be found to be unenforceable or void, all other provisions shall remain in full force and effect. The unenforceable or void provision shall be replaced by a valid provision, which comes closest to the original intention of the unenforceable or invalid provision.

15.1.  Place of performance shall be the GFC works from which the Products are dispatched.

15.2. The relation between GFC and the Purchaser shall be governed by the laws of the United Arab Emirates. Any dispute, controversy, or claim, performance, breach, or termination, shall be subject to the exclusive jurisdiction of the courts of Dubai, United Arab Emirates. GFC shall remain entitled to seek interim, precautionary, or conservatory relief before any competent court.