Jubaili Bros General Terms and Conditions


  1. Binding Contract

All Jubaili Bros quotations, offers and tenders (“Quotation”) are open to acceptance for the period stated therein or, if no period is stated, within fourteen (14) days from the date thereof.  Orders placed with Jubaili Bros shall be subject to these Terms and Conditions and the specific terms and conditions within the Quotation. In the event of conflict between these Terms and Conditions and the terms and conditions within the Quotation, the terms and conditions within the Quotation shall apply.

  1. Price

The prices and currency are stated in the Quotation. All prices are on an “Ex-Works” (“EXW”) (Jubaili Bros Warehouse) basis in accordance with ICC Incoterms 2022 unless otherwise specified in the Quotation. Except where stated in the Quotation, the prices quoted do not include any sales or value added tax.  To the extent that goods and services provided by Jubaili Bros are subject to such taxes, the prices will be increased by the gross amount of the tax chargeable thereupon.   For the avoidance of doubt, the Buyer is responsible for payment of all such tax. Where the Buyer is required by law to make any deduction for withholding tax, the Buyer shall give to Jubaili Bros a copy of the official receipt for the remittance of such tax to the taxing authority.

  1. Payment Terms

Payment is to be made in advance prior to delivery unless stated otherwise in the Quotation. All payments shall be strictly net without right of retention, set-off or counterclaim. Where the Buyer remits payment in a currency other than the currency stated in the Quotation, any exchange rate deficiency shall be reimbursed to Jubaili Bros by the Buyer. Failure by the Buyer to make payment on the due date shall entitle Jubaili Bros to charge interest on all outstanding sums overdue to Jubaili Bros at a rate of 1.5% per month for each month or part thereof; and/or to suspend any outstanding deliveries or to cancel the contract at Jubaili Bros option and to demand immediate payment of all sums owing to Jubaili Bros.

  1. Delivery and Shipment
    • The basis of delivery in accordance with ICC Incoterms 2022 is as stated in the Quotation. Dates for delivery are given in good faith and as accurately as possible but are not guaranteed. Jubaili Bros shall be under no liability for compensation for delay in delivery, howsoever arising. Time shall not be of the essence.
    • Jubaili Bros shall have the right to provide part delivery of the goods and/or services ordered and shall be entitled to invoice the Buyer for such provided portion separately.
    • Shipment and insurance of the goods from the point of delivery shall be the responsibility of the Buyer. The right to possession and risk of loss, destruction and damage to goods shall pass from Jubaili Bros to the Buyer from the moment of delivery (pursuant to Incoterms) and the goods will be deemed accepted upon such delivery. For the avoidance of doubt, legal title shall remain with Jubaili Bros until the price has been paid in full to Jubaili Bros.
    • Should the Buyer fail to accept delivery on the agreed delivery date, Jubaili Bros will keep the goods in storage for a reasonable time but not exceeding ten (10) days, after which Jubaili Bros will be entitled to invoice the Buyer for storage costs.
    • In the event the Buyer cancels its order or fails to accept delivery of the goods the Buyer agrees to pay a cancellation fee of twenty-five (25) percent of the contract price. If the order is purported to be cancelled after delivery, the Buyer shall be liable to pay the entire contract price.
  2. Warranty

Jubaili Bros warrants the goods in accordance with and subject to the terms and conditions of the applicable Jubaili Warranty, against defects in workmanship and materials for the period of 12 months from the date of delivery (or otherwise as stated in the applicable Jubaili Warranty) and will in its sole discretion, repair or replace on the same Incoterms such goods or components as are defective.  Jubaili Bros shall not be liable for warranty unless the goods has been paid for in full, and warranty shall in any event be limited to the cost of repairing or replacing said defective product or component. The warranty hereunder is the Buyers sole remedy for defects in workmanship or materials. Jubaili Bros gives no warranty either express or implied or at law as to merchantability or fitness for any particular purpose.

  1. Installation
    • For installation and commissioning services, the Buyer shall give Jubaili Bros personnel access at all reasonable times during normal working hours, provide a clean and safe work area, and make available all electricity, water and other facilities as Jubaili Bros may require or as may be necessary for the services. Time for completion of any site work is not guaranteed but Jubaili Bros will use all reasonable commercial endeavors to comply with the installation schedule. Installation shall be deemed to be complete when Jubaili Bros is in a position to commission the works, notwithstanding any work of the Buyer or third parties remaining outstanding.
    • Where the site of installation is hazardous, the Buyer shall make the necessary provision for Jubaili Bros’ personnel to carry out work in safety this includes but is not limited to working at altitudes, electrical hazards, flameproof areas, and protection from potential disease or contamination. Any costs incurred by the arising from an unsafe working environment such as, but not limited to, abortive visits or special safety goods shall be the sole responsibility of the Buyer.
    • Except to the extent occasioned by the willful default or gross negligence of Jubaili Bros, the Buyer hereby indemnifies Jubaili Bros in respect of all costs, claims and liabilities of whatever nature incurred by third parties arising from installation work and shall hold Jubaili Bros harmless in respect thereof.
  2. Change Orders

Any change in the supply shall be effective only upon acceptance by Jubaili Bros of a written purchase order or contract amendment.

  1. Limitation of Liability

The total liability of Jubaili Bros in connection with or arising from its obligations under the Quotation whether based on contract, harm, warranty, indemnity, strict liability or otherwise, shall not exceed the price of the goods and/or services performed upon which such liability is based. Neither party shall be liable to the other for any consequential or indirect damages arising out of this contract or any breach thereof, or any defect in, or failure of, or malfunction of the goods or services, including for loss of use, lost profits or revenue.

  1. Force Majeure

If Jubaili Bros is rendered unable wholly or in part by any event of force majeure to carry out its obligations under this contract, including but not be limited to war, riot, act of God, fire, flood, Government regulation or act, any natural or accidental disaster, any strike, lockout or industrial dispute, embargo, damage or delay in transportation, shortage of raw materials or fuel or any breakdown of machinery or any other cause outside the reasonable control of Jubaili Bro, Jubaili Bros shall give to the Buyer prompt written notice of the force majeure with reasonable full particulars whereupon the obligation of Jubaili Bros, so far as it is effected by the force majeure, shall be suspended without liability during the continuance of the force majeure.  Jubaili Bros shall use all reasonable diligence to eliminate the effects of the force majeure as quickly as possible and if Jubaili Bros the force majeure effect continues for a period four (4) months or more, then either party may declare the contract to be abandoned forthwith by written, notice to the other party to that effect.

  1. Compliance with laws and regulations

The parties shall comply fully with all applicable laws and regulations applying to the carrying out of their respective obligations under this contract including those pertaining to health and safety, data protection, business compliance and international sanctions and trade compliance laws.

  1. Import licenses.

Where the product is sold for export, the Buyer shall be responsible for obtaining any necessary import licenses or permits necessary for importation of the goods from the place of delivery to the end destination of the goods and shall be responsible for any customs duties, clearance charges, taxes, brokers’ fees and other amounts payable in connection therewith.

  1. Intellectual Property Rights

No rights to the intellectual property of Jubaili Bros and any third parties in respect of the goods or services are granted or transferred under this contract.

  1. Confidentiality

The parties agree that all written and oral information exchanged between the parties relating to this Quotation will be kept strictly confidential and not shared with any third parties except as may be required by law, or, with the written consent of the other party, where disclosure is necessary in the execution of the transaction that follows from this Quotation..

  1. Entire agreement

This contract including the Quotation constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

  1. Governing Law and Dispute Resolution

This Contract shall be governed by the laws of the country designated in the Quotation all disputes shall be submitted to the courts of the country designated in the Quotation, provided that Jubaili Bros may bring any such proceedings in the courts of any jurisdiction in which the Buyer is incorporated, resident or domiciled.