Sales Terms and Conditions

These Sales Terms and Conditions ("Terms") govern the sale of goods by Sencoline Trading LLC ("Seller") to the customer ("Buyer"). By placing an order, the Buyer agrees to these Terms.

1. 1. Definitions
   1. 1.1Seller: Sencoline Trading LLC.
   2. 1.2Buyer: The individual, company, or entity purchasing goods.
   3. 1.3Goods: Products, materials, or items specified in the Invoice or order confirmation.
   4. 1.4Order: Buyer's request to purchase Goods.
   5. 1.5Contract: Agreement formed between Seller and Buyer for sale of Goods under these Terms.
   6. 1.6Invoice: Document issued by Seller detailing Goods sold, prices, and payment terms.
2. 2. Formation of Contract
   1. 2.1All Orders placed by the Buyer are subject to acceptance by the Seller. An Order shall be deemed accepted only when the Seller issues a written order confirmation or an Invoice.
   2. 2.2These Terms shall apply to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
   3. 2.3Any quotation provided by the Seller does not constitute an offer and is valid for a period of 30 days from its date, unless otherwise stated.
3. 3. Prices and Payment
   1. 3.1The prices for the Goods shall be as stated in the Seller's Invoice. All prices are in UAE Dirhams (AED) unless otherwise specified.
   2. 3.2Prices are exclusive of Value Added Tax (VAT), customs duties, and any other applicable taxes or charges, which shall be added to the Invoice at the prevailing rate and paid by the Buyer.
   3. 3.3Payment terms shall be as specified on the Invoice. Unless otherwise agreed in writing, payment is due immediately from the date of invoice.
   4. 3.4If the Buyer fails to make any payment by the due date, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
      • Suspend any further deliveries to the Buyer.
      • Charge the Buyer a fine on the overdue amount at a rate of 13% per annum, calculated on a daily basis from the due date until the date of actual payment, compounded monthly.
      • Recover all costs and expenses (including legal costs) incurred in connection with the collection of overdue amounts.
      • Repossess any supplied goods sold while enforcing a, b and c above.
4. 4. Delivery
   1. 4.1Delivery dates specified by the Seller are estimates only. Time for delivery shall not be of the essence of the Contract.
   2. 4.2Delivery shall be deemed to occur when the Goods are made available to the Buyer at the Seller's premises, or, if agreed, when the Goods are delivered to the location specified by the Buyer.
   3. 4.3The Buyer shall provide all necessary access and facilities for the safe and prompt delivery of the Goods.
   4. 4.4If the Buyer fails to take delivery of the Goods within 3 days of the Seller notifying the Buyer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure event or the Seller's failure to comply with its obligations under the Contract:

      • Delivery of the Goods shall be deemed to have been completed at 9:00 AM on the 3rd business day after the day on which the Seller notified the Buyer that the Goods were ready; and
      • The Seller shall store the Goods until actual delivery takes place, and charge the Buyer for all related costs and expenses (including insurance).
   5. 4.5Seller's order fulfillment timeline shall only begin after 1 day of advance payment is received in bank and not the transaction date or date of purchase order.
   6. 4.6Manufacturing delays are outside of control of Sencoline Trading LLC and will not be held liable for any damages, fines or refunds.
5. 5. Risk and Title
   1. 5.1The risk of damage to or loss of the Goods shall pass to the Buyer after delivery.
   2. 5.2Title to the Goods shall not pass to the Buyer until the Seller has received full payment in cleared funds for the Goods and all other sums due from the Buyer to the Seller.
   3. 5.3If, before title passes to the Buyer, the Buyer becomes subject to any of the events listed in Clause 9.1(b), then, without limiting any other right or remedy the Seller may have, the Seller may at any time require the Buyer to deliver up all Goods in its possession which have not been resold, used or irrevocably incorporated into another product; and if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.
6. 6. Inspection and Acceptance of Goods
   1. 6.1The Buyer shall inspect the Goods immediately upon delivery.
   2. 6.2Any claims for shortages, damage, or discrepancies must be notified to the Seller in writing within 1 days of delivery, failing which the Goods shall be deemed to have been accepted by the Buyer as being in accordance with the Contract.
   3. 6.3The Buyer shall provide the Seller with reasonable opportunity to inspect any alleged defective Goods.
7. 7. Warranties and Liability
   1. 7.1The Seller warrants that on delivery, the Goods shall conform in all material respects with their description and be of satisfactory quality.
   2. 7.2The Seller's liability for any breach of this warranty shall be limited to, at its option, the repair or replacement of the defective Goods, or a refund of the price of the defective Goods.
   3. 7.3The Seller shall not be liable for any defect in the Goods arising from:
      • Fair wear and tear;
      • Willful damage, negligence, or abnormal storage or working conditions by the Buyer;
      • Failure to follow the Seller's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods;
      • Alterations or repair of the Goods by the Buyer or a third party not authorized by the Seller.
   4. 7.4Except as provided in these Terms, the Seller shall have no liability to the Buyer in respect of the Goods' failure to comply with the warranty set out in Clause 7.1.
   5. 7.5Nothing in these Terms shall limit or exclude the Seller's liability for:
      • Death or personal injury caused by its negligence;
      • Fraud or fraudulent misrepresentation;
      • Any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.
   6. 7.6Subject to Clause 7.5, the Seller's total liability to the Buyer for all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total price paid by the Buyer for the Goods.
   7. 7.7The Seller shall not be liable for any indirect or consequential loss or damage, including but not limited to loss of profit, loss of business, or depletion of goodwill, arising out of or in connection with the Contract.
8. 8. Force Majeure
   1. 8.1The Seller shall not be liable for any delay or failure to perform its obligations if such delay or failure is due to an event beyond its reasonable control, including but not limited to acts of God, war, riot, civil commotion, fire, flood, earthquake, extreme weather conditions, strikes, lock-outs, industrial disputes, epidemic or pandemic, governmental regulations or orders, or disruptions in transportation or utilities (a "Force Majeure Event").
   2. 8.2If a Force Majeure Event occurs, the Seller shall notify the Buyer promptly, and the time for performance shall be extended for the duration of the Force Majeure Event.
9. 9. Termination
   1. 9.1The Seller may terminate the Contract with immediate effect by giving written notice to the Buyer if:
      • The Buyer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within [Specify number, e.g., 7] days of being notified in writing to do so;
      • The Buyer takes any step or action in connection with its insolvency, such as entering into liquidation (provisional or final), receivership, administration, or any analogous procedure under the laws of the UAE.
   2. 9.2Upon termination of the Contract for any reason, the Buyer shall immediately pay to the Seller all outstanding unpaid invoices and interest.
10. 10. Governing Law and Jurisdiction
    1. 10.1These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the United Arab Emirates.
    2. 10.2The parties irrevocably agree that the Courts of Dubai shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).
11. 11. General Provisions
    1. 11.1Entire Agreement: These Terms constitute the entire agreement between the Seller and Buyer and supersede all prior discussions, negotiations, and agreements relating to the sale of Goods.
    2. 11.2Severability: If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification or deletion under this clause shall not affect the validity and enforceability of the rest of these Terms.
    3. 11.3Waiver: A waiver of any right or remedy under these Terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
    4. 11.4Assignment: The Buyer shall not assign, transfer, charge, subcontract, or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Seller.
    5. 11.5Notices: Any notice given to a party under or in connection with the Contract shall be in writing and sent to the address specified in the Order or Invoice, or such other address as may be notified in writing from time to time.
    6. 11.6Third-Party Rights: Unless expressly stated, these Terms do not create any rights for third parties under the UAE Civil Code or any other applicable law.
12. 12. Refunds, Returns, Exchange and Credit Notes
    1. 12.1All refunds are subject to explicit written requests from the Buyer to the Seller.
    2. 12.2Acceptance of refund, return, exchange or credit note is at the sole discretion of the Seller.
    3. 12.3The Buyer can request refund if:
       • The goods delivered are found not in compliance with the order placed or outside of Clause 7.
       • The delivery deadlines are not met for reasons mentioned in the terms and conditions.
    4. 12.4Goods once sold cannot be exchanged until a fair compensation as decided by the Seller is paid in full by the Buyer.
    5. 12.5Goods cannot be returned if the Buyer made a purchase without understanding the product, reading the fine print and specifications despite Seller providing the information prior to sale.
    6. 12.6The Buyer shall return the goods before the date of confirmed refund in a proper saleable condition for reasons under Clause 12.3.
    7. 12.7No refund, Exchange or Credit note shall be issued for invoices paid in partial or full if the Buyer cancels the order before fulfilment where Seller has been under no violation under the terms and conditions of the contract.