Terms & Conditions

1. Application of Conditions

1. Teddy Mtn General Trading Co LLC (the “Seller”) shall sell and the buyer (the “Buyer”) shall purchase the goods (“Goods”) in accordance with:
   a. Any quotation or offer made by the Seller that is accepted by the Buyer, or
   b. Any order placed by the Buyer that is accepted by the Seller.
2. These terms and conditions (the “Conditions”) govern the Contract and shall exclude any other terms the Buyer may seek to impose or include unless expressly agreed upon in writing by both parties.

2. Interpretation

1. In these Conditions:
   a. “Business Day” means any day excluding Fridays, Saturdays, and UAE public holidays.
   b. “Buyer” means the individual, company, or legal entity accepting a quotation or offer for the Goods or whose order for the Goods is accepted by the Seller.
   c. “Contract” refers to the agreement for the sale of Goods governed by these Conditions.
   d. “Delivery Date” refers to the date stipulated in the order for the delivery of the Goods.
   e. “Goods” refer to the products sold by the Seller, including their components and parts.
   f. “Seller” means Teddy Mtn General Trading Co LLC, registered in Dubai under Trade License No. 2331536, including its employees, agents, and representatives.
   g. “Writing” includes any formal communication through electronic mail, facsimile, or comparable means.
2. Any references to UAE laws or regulations shall include their amendments or replacements applicable at the time.
3. Section headings are for convenience only and do not affect interpretation.

3. Basis of Sale

1. The Seller’s representatives are not authorised to make binding representations about the Goods unless confirmed in writing by the Seller. The Buyer acknowledges that it does not rely on any such representations unless documented.
2. Variations to these Conditions are binding only if agreed in writing by authorised representatives of both the Seller and the Buyer.
3. The Seller’s promotional materials, price lists, and advertisements are not binding offers. Contracts are only formed upon the Seller’s acceptance of an order.
4. Errors or omissions in any document issued by the Seller are subject to correction without liability.

4. Orders and Specifications

1. Orders from the Buyer are not binding until confirmed in writing by the Seller.
2. Specifications for Goods will align with the Seller’s documentation unless otherwise agreed.
3. The Seller reserves the right to make minor changes to specifications to comply with UAE regulations or improve performance.
4. The Buyer may not cancel orders once accepted without the Seller’s written consent and must indemnify the Seller against resulting losses.

5. Price

1. Prices for Goods shall be those agreed upon in the order.
2. The Seller may revise prices due to factors beyond its control (e.g., currency fluctuations, regulatory changes).
3. Prices exclude VAT or other applicable UAE taxes, which the Buyer shall pay in addition.
4. Rates of tax and duties will apply as per UAE law at the time of delivery.

6. Payment

1. Unless agreed otherwise in writing, payment is due on or before the dispatch of the Goods.
2. Payments shall be made to the Seller’s designated account.
3. If the Seller deems the Buyer’s creditworthiness unsatisfactory, it may require payment before delivery.

7. Delivery

1. Delivery shall be to the address specified in the Buyer’s order or as agreed.
2. Delivery dates are approximate unless agreed otherwise in writing.
3. If the Buyer fails to take delivery on the specified date, the risk shall transfer to the Buyer, and the Seller may charge for storage and related costs.

8. Non-Delivery

1. If the Seller fails to deliver on the agreed date for reasons within its control, the Buyer may cancel the order after giving reasonable notice.
2. The Seller’s liability for non-delivery is limited to refunding any payments for undelivered Goods.

9. Inspection and Shortages

1. The Buyer must inspect the Goods upon delivery and notify the Seller of any issues within five (5) Business Days.
2. Goods marked as “not examined” shall still be subject to inspection obligations.
3. The Seller shall rectify valid shortages or defects promptly but shall not be liable for consequential losses.

10. Risk and Ownership

1. Risk transfers to the Buyer:
   a. Upon delivery to the specified address; or
   b. Upon notification that the Goods are ready for collection if the Buyer fails to collect.
2. Ownership of the Goods remains with the Seller until full payment is received.
3. The Buyer shall store unpaid Goods separately and insure them appropriately.

11. Assignment

1. The Seller may assign the Contract without the Buyer’s consent.
2. The Buyer may not assign the Contract without the Seller’s prior written consent.

12. Buyer’s Default

1. If the Buyer fails to pay on time or breaches any obligation, the Seller may:
   a. Cancel the Contract;
   b. Suspend further deliveries; and
   c. Demand immediate payment for delivered Goods.
2. The Seller reserves the right to charge interest on overdue payments as per UAE law.

13. Export Terms

1. For exports, the relevant Incoterms and UAE export regulations shall apply.
2. The Buyer is responsible for arranging pre-shipment inspections unless otherwise agreed.

14. Limitation of Liability

1. The Seller’s liability is limited to the value of the Contract.
2. The Seller is not liable for indirect or consequential losses, including loss of profit or goodwill.
3. Nothing in these Conditions excludes liability for personal injury or fraud under UAE law.

15. Confidentiality

1. The Buyer agrees to keep confidential all proprietary information obtained during the Contract.
2. This clause survives termination of the Contract.

16. Governing Law and Jurisdiction

1. This Contract shall be governed by and construed in accordance with the laws of the United Arab Emirates, with disputes subject to the exclusive jurisdiction of Dubai courts.

17. Force Majeure

1. Neither party shall be liable for delays caused by events beyond their control, including but not limited to natural disasters or government actions.
2. If force majeure exceeds six (6) months, either party may terminate the Contract without liability.