الشروط والأحكام

Trailer sales contract

Reference number ...............................................

Date  /   / 2024

On this day......... corresponding to / / 2024, the following was agreed between the parties:

First Party/ Seller:

RVGA Trailer Home Rental L.LC

It is represented by the signature/ Gabriela bin Ahmed

License number (1221335) issued by the Dubai Government

Address: United Arab Emirates - Emirate of Dubai - Al Quoz 3rd - Dubai Financial Support Fund - Office 

No. 1019 - B- BLOCK

Phone number: 971-56-5339426

Email: gabriela.benahmed@gmail.com 

“Hereafter referred to as the first party.”

Second Party/ Buyer:

......................................................................

It is represented by the signature/

Address/ 

Phone/

Email/

“Hereafter referred to as the second party.”

Preamble

Whereas the First Party is engaged in the business of trading and renting trailer homes under commercial license number (1221335) issued by the Government of Dubai, and whereas the Second Party has expressed their desire to purchase products from the First Party, and both parties have agreed to the sale and purchase while being in full legal capacity as recognized by Sharia and law, allowing them to undertake all legal transactions involving the transfer of ownership through sale and purchase as well as rental, according to the following terms:

First Article: The above preamble is considered an integral part of this agreement and complements and explains it

Second Article: Definitions

1. The seller: The first party is the legal person who works in the activity of trading in trailer houses, and renting trailer houses under the commercial license No. (1221335) issued by the Government of Dubai, or its heirs, or its successors in ownership, or its assignees.
2. The buyer: He is the second party, a natural or legal person, or any private or governmental entity authorized to purchase and not registered in accordance with the law of the United Arab Emirates, wishing to purchase trailer homes.
3. The item sold: is the trailer owned by the first party in accordance with the specifications contained in the title and prepared for sale to the second party, referred to in Appendix No. (1)

4. The price: It is the price of the vehicle stipulated in Article (3, Paragraph 1) of this contract

5. The two parties: together, they are the seller and the buyer, and one party means any one of them.

6. The contractor, according to these provisions, is the buyer/second party, which is any person who, during the conclusion of the contract, practices his independent commercial or professional activity.

7. The consumer according to these provisions is the buyer / second party if he concludes the contract for a purpose that cannot be attributed to his independent commercial or professional activity.

8. Applicable law: means laws, decrees, decisions, regulations and/or other legislation issued and to be issued in the Emirate of Dubai or by the federal government before or after the effective date.

9. Method of payment: cash - bank transfer - payments - as stipulated in Article Three, Paragraph 2 of this contract.

10. Appendices: means the appendices attached herewith to this contract and which form an integral part of it

- Appendix One: Pictures of the caravan/trailer that is the subject of the contract, indicating the type - brand - model - size - color - serial number - technical condition - or required specifications.

- Appendix Two: A copy of the identity cards, passports, and commercial licenses of both parties.

Third Article:

1. The price of the sale/contracted item. The two parties agreed that the price of the sale is an amount (................................... (UAE dirham plus value added tax, amount .............................................. ....AED

2. Payment is made as follows: ............................................ ..........................
3. If the second party fails to pay any of the payments referred to in Paragraph (2) of this article, the first party has the right to cancel the contract without the need to notify the second party and demand the full value of the contract in addition to a 4% late fine for each day of delay until payment is completed.

Fourth Article:

The second party inspected the specific details of the sale (in terms of type - brand - model - size - color - serial number - technical condition - or required specifications) as specified in Appendix No. (1) of this contract, and he reviewed them fully and without ignorance and expressed his desire in purchasing the contract.

Fifth Article: General terms and conditions of sale

1. These general terms and conditions of sale apply to all sales that take place between the two parties. The general terms and conditions of sale of the first party apply, and the first party is not bound by any terms and conditions or forms of the second party, regardless of whether the first party is aware of them or not. Regardless of whether the first party disagrees with it or not, as well as whether it conflicts with these general terms and conditions or not. The terms and conditions of sale of the first party shall apply to and govern the sale process if the first party carries out delivery to the second party without reservation, even if the terms and conditions of the second party conflict with or deviate from the general terms and conditions of sale of the first party.
2. Conclusion of the contract

2.1. First-party offers are subject to change and are non-binding unless otherwise stated in writing. The first party reserves the right to make technical changes or improvements within reasonable limits to the contracted item, extending even after signing the contract, provided that these changes do not lead to a decrease in the value of the contracted item or its usability.

2.2. Requests are considered accepted if the first party confirms them in writing and signs the terms of this contract.

2.3. In the event of acceptance and signing of this contract, the order together with the general terms and conditions shall constitute a contract binding on both parties.

3. Prices, payment terms and security

3.1 The first party’s prices include the applicable value-added tax and the contract is applied to the first party’s warehouses in Dubai, excluding packing, insurance, and any other costs.

3.2 The transportation price is determined on an ad hoc basis after signing this contract. Any advance estimates are only indicative and are not binding.

3.3 Taking into account what is stated in Article (3) of this contract, all invoices must be paid immediately upon receipt, and no deduction or set-off from the payment is permitted. The total price is divided into two payments: 50% is due upon signing this contract, and the remaining 50% is due two weeks before completion of manufacturing.

3.4 In the event that the contracted item is not ready for sale / not yet manufactured and the second party requests it to be manufactured according to the specifications mentioned in Appendix No. (1) and the first party’s costs increase, including, but not limited to, raw material costs, wage costs, energy costs, or general costs, the first party has the right to increase the prices of the contract appropriately in proportion to the increasing costs of the first party. 

3.5 If the second party terminates the contract, the first party will not bear responsibility for that termination, and the first party has the right to demand compensation from the second party commensurate with the costs and losses incurred by the first party due to the termination of the contract by the second party.

4. Delivery, delays in delivery

4.1. After signing this contract and paying the price of the sold/contracted item mentioned in Article (2, Paragraphs 1 and 2) of this contract, the first party is obligated to deliver the second party to the contracted item/trailer within a period of (...........) days from the date of signing this contract.

4.2. If delivery is delayed in accordance with the previous clause (4.1) due to unforeseen circumstances and reasons not attributable to the first party (such as transportation, strikes, legal closures, operational disturbances, transportation obstacles, shortages of raw materials, official measures - in each case also the responsibility of the primary supplier), The first party has the right to postpone delivery for the duration of the obstacle.

4.3. When a delay in delivery occurs, in any case, the second party must be reminded of a reasonable grace period.

4.4. If the first party fails to deliver due to simple negligence, its liability for damages resulting from the delay (damages if any) will be limited to a maximum of 5% of the contract price.

5. Risk transfer and mobilization costs

5.1. Unless otherwise stated in the order confirmation, delivery is approved “outside the warehouse in Dubai”.

6. Retention of ownership

6.1. The First Party retains title to any and all goods it supplies until the Second Party has paid in full the amount of the invoices in question plus any costs, interest and other claims arising from the Contract.

6.2. The purchased /contracted item may not be mortgaged or designated as security before full payment of the value of the claims related to the contracted item, and no external party has the right to place a lien on the contracted item during the completion period and before its full value is paid by the second party, in satisfaction of a debt owed by the second party. Or in fulfillment of a debt owed by a party who possesses the contract on a temporary basis for the purpose of maintenance or making amendments to the contract on it. In the event that this happens, the second party and the possessor of the contract on a temporary basis must inform the first party in writing of this, so that all legal measures are not taken to guarantee his right.

If the third party is not in a position to compensate the first party for the court and out-of-court costs of the lawsuit filed to protect the first party’s claim and property, the second party will be responsible for the loss incurred by the first party. This second party obligation also applies in relation to custom claims. The Second Party assigns to the First Party at this stage any and all of its future claims against its customers or any third party arising from the resale of the goods provided by the First Party to the Second Party, in addition to any additional rights.

7. Liability for defects

7.1. The first party will be responsible for ensuring that the goods delivered to it are free from defects when the risks are transferred. The quality, durability and usability of the first party/contractor goods delivered depend exclusively on the specifications, product description and/or operating instructions agreed upon in writing. Additional information, especially in the initial discussions, advertisements and/or industrial standards referred to, shall not be part of the contract unless it is expressly included in writing in the terms of the contract. No claims for defects may exist in the event of a slight deviation from the agreed quality or in the event of a minor defect in usability.

7.2. Taking into account what is stated in Clause (7.9) of this contract regarding quality guarantees, the first party does not provide the second party with any other guarantees.

7.3. The First Party shall not be held liable for any defect or damage resulting from any of the following reasons: improper or unprofessional use, handling and operation, lack of maintenance, improper or insufficient maintenance, or incorrect installation and/or operation by the Party. The second or any third party, natural corrosion, unspecialized treatment or negligence, the use of inappropriate consumables, replacement of materials, or chemical, electrochemical or electrical effects unless this is attributed to the fault of the first party.

7.4. In commercial transactions, a second party's claims for defects assume that it has properly fulfilled its obligations to inspect and notify of defects. If the defect is discovered during the inspection or later, the first party must be notified immediately in writing. Notification is considered immediate if it is made within two weeks, as timely sending of notice is sufficient to meet the deadline. If the buyer/second party fails to properly inspect the goods and/or report defects, the first party is not responsible for the defect that the second party did not report. The second party must immediately notify the carrier of any damage during transportation.

7.5. In the event of a defect, the first party reserves the right to choose the type of subsequent performance

7.6. Claims for defects by the second party shall lapse two years after the transfer of risks. Otherwise, claims related to defects by the second party will be dropped after one year if the second party is an entrepreneur. The warranty period does not apply in the event of intentional breach, gross negligence of duty, or serious injury to life, limb, or health. Claims for defects by the second party in the case of used goods lapse over time after one year from the transfer of risk.

7.7. If the second party is a contractor, the first party's liability for defects in used delivery goods is excluded, except for the claims regulated by Section 1.9. and 3.9.

7.8. The limitation period if delivery is resorted to in the event of final delivery to the consumer remains unaffected.

7.9 The first party’s data is considered guarantees regarding quality only when it is explicitly specified as guaranteed or guaranteed in the first party’s declaration in the application. In general, the warranty period reaches a maximum of two years and will not exceed this period under any circumstances.

8. Spare parts

The first party's obligation to retain/deliver spare parts is limited to a period of 3 years after delivery. The first party's price list applies to spare parts, and the second party bears the value of the spare parts.

9. Other Liability

9.1 The first party will be responsible in accordance with the legal provisions for damages based on negligence or gross error.

9.2 In the event of a serious breach of any material obligations under the Contract, the First Party will only be liable for the foreseeable loss normally associated with the Contract - except in cases of willful breach or gross negligence.

9.3 If the second party is a consumer, this limitation of liability only applies in the case of simple negligence.

9.4 Any liability for lost profits, costs or damages arising from business interruption, loss of production or any indirect or non-pecuniary damages shall be excluded.

9.5 Any claims by the Second Party against the First Party or against its employees or any other person working for it in the performance of the First Party’s obligations must be excluded, and in particular any claim for compensation for any loss or damage to any objects other than the goods supplied.

9.6 Unless otherwise stated above, any additional liability for damages than set forth in Section 9 shall be excluded, regardless of the legal nature of the claim asserted.

9.7 This also applies in relation to personal liability for damages caused by the First Party's employees, workers, representatives and indirect agents to the extent that the First Party's liability for damages is excluded or limited.

10. Industrial property rights and confidentiality

10.1. The First Party retains ownership and all industrial property rights and copyrights to the designs, samples, illustrations, technical documents, cost estimates or proposals, even if the Second Party may bear the costs of the designs, etc. The Second Party may use designs, etc. only in the manner agreed upon with the First Party and may not produce the delivered goods itself or produce them by external parties without the written approval of the First Party.

10.2. If the First Party delivers the goods in accordance with the designs specified by the Second Party, the Second Party shall be responsible to the First Party for ensuring that their manufacture and delivery do not violate industrial property rights and other rights of third parties. The second party must compensate the first party for all damages resulting from these violations.

10.3. The second party must maintain the confidentiality of all information that is not in the public domain acquired from the business relationship with the first party from third parties. Originals or copies may not be provided or disclosed to any outside party.

11. Data protection

The first party processes and uses personal data exclusively within the scope of the purpose of the contract, unless the second party agrees to use it again. The first party will handle the second party's personal data securely and will not share it with third parties except when necessary to implement the second party's requests or as required by law. Once the contractual obligations have been fulfilled and the contract has expired, the first party will block the second party's personal data for further use and delete it after the expiration of the statutory retention periods. In addition, the second party has the right to obtain information, correct, block and delete its data stored with the first party in accordance with applicable privacy and data protection laws.

12. Force Majeure

The First Party will not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances beyond its reasonable control, including but not limited to acts of God, strikes, lockouts, accidents, war, fires or breakdown of plant or machinery. Or the shortage or unavailability of raw materials from a natural source of supply. The First Party is entitled to obtain a reasonable extension of its obligations. If the delay continues for a period it considers unreasonable, the First Party may terminate the contract on its part without liability.

13. Place of jurisdiction, place of performance, applicable law, and binding nature of the contract

13.1. In the event of a dispute or dispute arising regarding the application of the terms of this contract, judicial jurisdiction falls to the courts of the Emirate of Dubai in accordance with the laws of the United Arab Emirates. However, the first party has the right to sue the second party in its place of jurisdiction.

13.2. If any provision of the Contract is invalid, the remaining provisions of the Contract will remain in full force and effect. In this case, the parties to the contract must immediately exert their efforts to achieve the economic intent of the invalid text in another legal way.

14. The two parties are committed to notarizing this agreement with a notary public and registering it with the competent authorities, the Land Department and Dubai Municipality.
15. The two parties committed to respecting the terms of this agreement and to fully abide by its contents, and they signed an offer and acceptance without any coercion in the contract council and in front of witnesses on (.../ ........ / 2024 AD).
16. This agreement has been drawn up in two copies, with each party receiving a copy to implement its contents.

The First Party:

RVGA Trailer Home Rental L.L.C

Represented by signature: Gabriela bin Ahmed

signature:

The Second Party:

2- .................................................................

Signature/ 

First Witness:
ID No.
Signature:

Second Witness:
ID No.
Signature: