Terms & Conditions

1. General

  • 1.1 Unless otherwise expressly agreed in writing by DUCON Industries FZCO (Dubai Br.), in relation to the goods (or every installment or part of them) (“Goods”) or services (“Services”) the subject of a contract between DUCON Industries FZCO (Dubai Br.) and the buyer (“Contract”), every sale of Goods will be subject to the conditions stated herein (“Conditions”) to the exclusion of any other terms including any terms or conditions which the buyer purports to apply under any purchase order, confirmation of order, specification, letter or other document.

  • 1.2 No officer, employee or agent of DUCON Industries FZCO (Dubai Br.) has authority to contract on any conditions other than these Conditions nor to amend vary or waive these Conditions or to make any binding representation or warranty in respect of the Goods and/or Services otherwise than in writing with the express authority of DUCON Industries FZCO (Dubai Br.).

  • 1.3 DUCON Industries FZCO (Dubai Br.)’s quotations and marketing material do not constitute an offer. Orders placed with DUCON Industries FZCO (Dubai Br.) will not be binding on DUCON Industries FZCO (Dubai Br.) or deemed accepted by it unless and until DUCON Industries FZCO (Dubai Br.) accepts the order in writing or there is implied acceptance on the part of DUCON Industries FZCO (Dubai Br.) by its fulfillment of the order.

2. Description of Goods and/or Services

  • Except as otherwise stated in these Conditions, all drawings, designs, descriptive matters, samples, specifications, catalogues, brochures, photographs, technical literature and advertising matter are published or issued for the sole purpose of giving an approximate idea of the Goods or Services described in them and no information contained in any of them or in any other document whatever will form part of the contractual description of the Goods and/or Services nor will they form part of the Contract and DUCON Industries FZCO (Dubai Br.) will not be liable for any inaccuracies or omissions in them. DUCON Industries FZCO (Dubai Br.) reserves the right to make without notice such reasonable modifications in specifications, descriptions, designs, materials or finishes as it deems necessary or desirable. The buyer will not be entitled to object to or reject the Goods and/or Services or any of them by reason of such reasonable modifications.

3. Use of the Goods

  • 3.1 Subject as provided in these Conditions, if under any applicable law or other government regulation of the UAE or any other country to which Goods are delivered, a competent authority declares that the Goods are unsafe or a risk to health in any respect, the buyer will notify DUCON Industries FZCO (Dubai Br.) immediately and DUCON Industries FZCO (Dubai Br.) will, at the buyer’s expense, make such modification to the Goods or supply such additional or replacement parts for the Goods as such authority considers necessary to ensure that the Goods comply with any necessary requirements.

  • 3.2 The buyer will ensure that the Goods will be safe and without risk to health when properly used and in particular (without prejudice to the foregoing) the buyer will ensure that the Goods are used in accordance with any instructions which DUCON Industries FZCO (Dubai Br.) may supply. DUCON Industries FZCO (Dubai Br.) will not in any circumstances whatsoever be liable for any claims, demands, damages, penalties, costs or expenses of any nature whatsoever, which the buyer may incur on account of the buyer’s non-compliance with such instructions and the buyer will indemnify DUCON Industries FZCO (Dubai Br.) against all such claims, demands, damages, penalties, costs or expenses of any nature whatsoever which may have been suffered by any third parties as a result of buyer’s non-compliance with such instructions.

4. Price

  • 4.1 Subject to Condition 4.3, the price for each consignment of Goods will be the price quoted to the buyer by DUCON Industries FZCO (Dubai Br.) in an official quote addressed to the buyer.

  • 4.2 Unless otherwise agreed in writing by DUCON Industries FZCO (Dubai Br.), all prices quoted are exclusive of insurance, carriage and delivery charges.

  • 4.3 DUCON Industries FZCO (Dubai Br.) will be entitled to:

    • 4.3.1 Charge a premium for Goods which DUCON Industries FZCO (Dubai Br.), acting reasonably, deems are delivered within a short space of time; and/or

    • 4.3.2 adjust the price to reflect increases or decreases in DUCON Industries FZCO (Dubai Br.)’s costs including in the cost of raw materials used in the production of the Goods, variations in wages, exchange rate fluctuations and other costs incurred since the date of DUCON Industries FZCO (Dubai Br.)’s quotation, list price or the buyer’s order.

5. Payment

  • 5.1 Unless otherwise agreed by DUCON Industries FZCO (Dubai Br.) in writing, the price for the Goods and/or Services and any other charges payable will be due in the case of Goods when the buyer orders them and in the case of Services when such Services are ordered.

  • 5.2 The buyer will not be entitled to any deductions, discounts or rebates for prompt or early payment.

  • 5.3 Time for payment is of the essence of the Contract.

  • 5.4 Interest will be charged by DUCON Industries FZCO (Dubai Br.) at 5% per month on all sums overdue for payment whether before or after any judgment.

  • 5.5 The buyer will pay the price of the Goods and/or Services (including any increased price payable under these Conditions) and all charges due hereunder without any deduction whether by way of discount, abatement, set-off, counterclaim or otherwise.

  • 5.6 If the buyer fails to make any payment when it is due, DUCON Industries FZCO (Dubai Br.) may without prejudice to any other remedy it may have:

    • 5.6.1 Suspend work on, and withhold delivery of Goods and/or performance of Services under any Contract at that time until payment in full is made; and

    • 5.6.2 If payment remains outstanding for more than 7 days, cancel any such Contract by written notice to the buyer, in which case it may either deliver any Goods purchased or manufactured pursuant to the Contract in the state in which they then are, whether finished or not, and the buyer will pay for them at a fair proportion of the purchase price (as indicated by DUCON Industries FZCO (Dubai Br.)), having regard to the work done on them and the materials they contain, or sell them for its own account and pass good title to them to a new buyer.

6. Delivery of Goods and/or performance of Services

  • 6.1 Unless otherwise agreed by DUCON Industries FZCO (Dubai Br.) in writing, delivery of the Goods will take place at DUCON Industries FZCO (Dubai Br.)’s premises

  • 6.2 Where, by agreement, delivery of the Goods and/or performance of the Services is to take place at the buyer’s premises and is to be effected by a carrier or by DUCON Industries FZCO (Dubai Br.), the buyer will be responsible for the delivery charges and DUCON Industries FZCO (Dubai Br.) will not be liable in respect of any damage in transit howsoever caused (including negligence).

  • 6.3 For any damage in transit for which DUCON Industries FZCO (Dubai Br.) is held liable or for non-deliveries, DUCON Industries FZCO (Dubai Br.)’s liability will only be to replace the Goods within a reasonable time subject to the Goods being returned to DUCON Industries FZCO (Dubai Br.) immediately.

  • 6.4 Unless otherwise expressly agreed, times or dates quoted by DUCON Industries FZCO (Dubai Br.) for dispatch of Goods and/or completion of Services are given in good faith but are intended as an approximate estimate only and time of delivery is not of the essence of the Contract. Every endeavour will be made to adhere to such times or dates but DUCON Industries FZCO (Dubai Br.) does not give any other undertaking in that regard and DUCON Industries FZCO (Dubai Br.) will not be liable to the buyer for any loss or damage (whether direct, indirect or consequential) sustained by the buyer as a result of DUCON Industries FZCO (Dubai Br.)’s failure to comply with such delivery dates.

  • 6.5 If for any reason the buyer fails to accept delivery of the Goods, the buyer will remain liable to pay the price for the Goods together with interest thereon at the times and at the rate specified in Condition 5.5 and (without prejudice to any other right conferred upon it in that event by these Conditions or by law) DUCON Industries FZCO (Dubai Br.) will be entitled at its option to: (i) store the Goods and the buyer will be liable to DUCON Industries FZCO (Dubai Br.) for the reasonable cost of such storage and will be responsible for all loss or damage to the Goods howsoever arising (including loss or damage caused by the negligence of DUCON Industries FZCO (Dubai Br.)); or (ii) cancel the Contract.

  • 6.6 Where the buyer requests extra or special packing, DUCON Industries FZCO (Dubai Br.) will be entitled to charge the full cost of the same to the buyer. Any such packing will be at the buyer’s own risk and no warranty is given as to the suitability or fitness or otherwise of such packing for its purpose.

  • 6.7 The buyer will at its own cost, unless otherwise agreed in writing, supply all machinery, equipment and labour, lay on all services and make all other preparations as are necessary for the off-loading, commissioning and/or testing, installation and proper working delivery of the Goods and/or supply of the Services at the buyer’s premises.

  • 6.8 Goods supplied in accordance with the Contract cannot be returned without DUCON Industries FZCO (Dubai Br.)’s prior written authorization. Duly authorized returns will be sent to such address as DUCON Industries FZCO (Dubai Br.) directs at the buyer’s expense and the buyer will be liable for any other costs incurred in relation to such return.

7. Title and Rist

  • 7.1 Property in the Goods will not pass to the buyer until the price of the Goods and every other sum due from the buyer to DUCON Industries FZCO (Dubai Br.) under any Contract has been received by DUCON Industries FZCO (Dubai Br.) in cash or cleared funds.

  • 7.2 The provisions of Condition 7.1 will apply notwithstanding that the Goods have been affixed to or incorporated in real or other property.

  • 7.3 Until the property in delivered Goods passes to the buyer in accordance with Condition 7.1, the buyer.

  • 7.4 One will keep the Goods in a fiduciary capacity as bailee and will store them in such a way that they are identifiable as the property of DUCON Industries FZCO (Dubai Br.) and are separate from all other Goods in the possession of the buyer:

    • 7.4.1 Will not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and

    • 7.4.2 Will maintain the Goods in satisfactory condition and keep them insured on DUCON Industries FZCO (Dubai Br.)’s behalf for their full price against all risks to the reasonable satisfaction of DUCON Industries FZCO (Dubai Br.). On request, the buyer will promptly provide a copy of the policy of insurance to DUCON Industries FZCO (Dubai Br.).

8. Termination or Cancellation

  • 8.1 In the event of:

    • 8.1.1 Any distress, execution or other legal process being levied upon any of the buyer’s assets.

    • 8.1.2 The buyer entering into any arrangement or composition with its creditors, committing any act of bankruptcy or (being a corporation) an order being made or an effective resolution being passed for its winding up except for the purposes of amalgamation or reconstruction as a solvent company or a receiver and manager, liquidator or administrator or the Official Receiver being appointed in respect of the whole or any part of its undertaking or assets.

    • 8.1.3 A creditor taking possession of any of the property or assets of the buyer.

    • 8.1.4 The buyer ceasing or threatening to cease to carry on business.

    • 8.1.5 Non-payment by the buyer of any monies due from it to DUCON Industries FZCO (Dubai Br.).

    • 8.1.6 Any breach of these Conditions by the buyer; or

    • 8.1.7 DUCON Industries FZCO (Dubai Br.) reasonably believing that any of the events mentioned above is about to occur in relation to the buyer, DUCON Industries FZCO (Dubai Br.) will be entitled to suspend all or any work on or future deliveries and installments of the Goods and/or the provision of Services under any Contract and on written notice to cancel the undelivered portion of any Contract between the buyer and DUCON Industries FZCO (Dubai Br.) and sell the Goods elsewhere and/or deem that the whole of the price under any Contract is payable immediately.

  • 8.2 In the event of any such cancellation by DUCON Industries FZCO (Dubai Br.) in accordance with Condition 10.1 or any cancellation and/or repudiation of any Contract by the buyer, DUCON Industries FZCO (Dubai Br.) will be entitled to recover as damages from the buyer all loss and damage of whatever kind which DUCON Industries FZCO (Dubai Br.) sustains in connection with such cancellation.

  • 8.3 The exercise of the rights conferred by this Condition 10 will be without prejudice to any other right enjoyed by DUCON Industries FZCO (Dubai Br.) pursuant to these Conditions or by law including in particular the right to recover the Goods or the proceeds thereof from the buyer pursuant to these Conditions.

10. Force Majeure

  • 10.1 If events beyond DUCON Industries FZCO (Dubai Br.)’s reasonable control, including strikes, lock-outs, shutdowns and other industrial disputes (in each case whether or not relating to DUCON Industries FZCO (Dubai Br.)’s workforce), shortages of labor or supplies, interruption or lack of transportation, Internet disruption, embargo, import or export prohibitions, governmental actions, orders, legislation, regulations, rationing, riots, civil disturbances or disobedience, epidemic (including, for the avoidance of doubt, pandemic influenza attack), quarantine, acts of terrorism or war, fire, flood, hurricane, earthquake, storm, lightning, explosion, acts of God or of a public enemy, prevent or hinder DUCON Industries FZCO (Dubai Br.) from delivering the Goods and/or performing the Services in accordance with the Contract, the date or dates for delivery and/or performance will be extended by the period of delay caused by such events and the price will be increased to cover any increased costs caused by such delay.

  • 10.2 If the period of delay extends beyond a reasonable period, DUCON Industries FZCO (Dubai Br.) will in its absolute discretion be entitled to withhold, suspend or cancel in whole or in part the Contract and/or the delivery of any of the Goods and/or the performance of any of the Services and the buyer will be liable to pay for the Goods already delivered and not paid for and/or for the Services provided and not paid for, such amount as may be determined by DUCON Industries FZCO (Dubai Br.) to be a rateable proportion of the total Contract price and the cost of manufacturing or adapting to the buyer’s design or specification any Goods already manufactured or adapted for which there is no other market readily available to DUCON Industries FZCO (Dubai Br.) at the Contract price.

  • 10.3 If DUCON Industries FZCO (Dubai Br.) delivers to the buyer less than the contractual quantity of Goods or delivers any Goods late, the buyer will accept and pay for the Goods so delivered.

11. Intellectual Property

  • 11.1 The buyer will not use the Goods or any specifications, designs or drawings or any other information supplied by DUCON Industries FZCO (Dubai Br.) for the purpose of designing or manufacturing identical Goods without DUCON Industries FZCO (Dubai Br.)’s prior written consent. All patent, registered design, copyright and other industrial property rights in or in connection with the Goods which DUCON Industries FZCO (Dubai Br.) may have remain the property of DUCON Industries FZCO (Dubai Br.).

  • 11.2 The buyer indemnifies DUCON Industries FZCO (Dubai Br.) against all charges damages, penalties, costs and/or expenses to which DUCON Industries FZCO (Dubai Br.) may become liable as a result of Services provided or Goods supplied in accordance with the buyer’s instructions which involves the infringement of any letters patent, trade marks, copyright or registered design or other rights of any third party.

12. Delay Occasioned by the buyer

  • The buyer will promptly furnish all designs, equipment, personnel information and instructions necessary for DUCON Industries FZCO (Dubai Br.) to be able to undertake the work in performance of the Contract and the buyer will compensate DUCON Industries FZCO (Dubai Br.) for all loss and expense incurred by DUCON Industries FZCO (Dubai Br.) by reason of any error, defect or omission therein or by reason of any other act or in them on the part of the buyer.

13. Indemnity

  • The buyer indemnifies DUCON Industries FZCO (Dubai Br.) against all costs, claims, demands, proceedings, charges and expenses for which DUCON Industries FZCO (Dubai Br.) may become liable in respect of the Goods and/or Services except to the extent that liability is specifically assumed by DUCON Industries FZCO (Dubai Br.) under these Conditions.

14. Waiver

  • Any failure by DUCON Industries FZCO (Dubai Br.) to exercise any rights under these Conditions will not constitute a waiver or prevent the subsequent exercise of such rights.

15. Notice

  • 15.1 Any notice required to be given or served under these Conditions will be addressed in the case of a notice to be given to or served on the buyer at the address of the buyer shown on the Contract or invoice (or, if none, its registered office for the time being in the case of a company or in any other case its last known address) and in the case of DUCON Industries FZCO (Dubai Br.), at its registered office for the time being.

  • 15.2 Any notice required to be given or sent under these Conditions may be given or served either:

    • 15.2.1 by letter, by leaving the same or sending the same by courier and a notice so given or served will be deemed to have been given or served on the day it was so left or on the day following that on which it was handed to the courier in the case of DUCON Industries FZCO (Dubai Br.) or in the case of the buyer if the address of the buyer is within Malaysia, and within 7 days of the date of posting otherwise; or

    • 15.2.2 By fax, and a notice so given or served will be deemed to have been given or served within 24 hours of transmission.


16. Sub-contracting

  • 23.1 DUCON Industries FZCO (Dubai Br.) may assign the Contract or sub-contract the whole or any part thereof to any person, firm or company.

  • 23.2 The buyer may not assign the Contract or any part of it without the prior written consent of DUCON Industries FZCO (Dubai Br.).

17. Governing Law

  • These Conditions and their construction will be governed by the laws of DUBAI, UAE and any dispute arising out of or in relation to these Conditions shall be subject to the exclusive jurisdiction of the courts in Dubai, UAE.