NAVARRO INTERNATIONAL GENERAL TRADING
Terms and Conditions
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1. Interpretation
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1.1 Definitions:
Business Day: Any day other than Saturday, Sunday or a public holiday in the United Arab Emirates, when banks in UAE, Dubai are open for business.
C.I.F: (Cost, Insurance, and Freight): This term has the meaning defined in the INCOTERMS 2020 published by the International Chamber of Commerce unless modified by the Contract.
Conditions: The terms and conditions outlined in this document, which may be amended from time to time in accordance with the clause related to “Conditions”
Contract: The agreement between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions. –
Customer: The individual or firm that purchases the Goods from the Supplier.
Force Majeure: Event: Any event, circumstance, or cause that is beyond the Supplier's reasonable control, including, but not limited to, events or circumstances affecting fishing and/or harvesting.
Goods: The products (or any part of them) specified in the Contract.
Incoterm: The INCOTERMS 2020 published by the International Chamber of Commerce, or any later revision thereof.
Notice of Claim: A written notice submitted by the Buyer to the Supplier regarding any claim or potential claim, as detailed in the clause pertaining to it.
Order: The Customer’s request for the Goods, which may be submitted via post, email, or telephone.
Specification: Any specification for the Goods that has been mutually agreed upon in writing by the Customer and the Supplier in the Contract. –
Supplier: Navarro International General Trading, registered in Dubai, United Arab Emirates, or a third-party supplier as agreed by both Parties
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Interpretation:
(a) The term "person" refers to an individual, as well as any corporate or unincorporated body, regardless of whether it has separate legal personality.
(b) When referring to a party, this includes its personal representatives, successors, and permitted assigns.
(c) A reference to any legislation or legislative provision means the current version, including any amendments or re-enactments. This also encompasses all subordinate legislation created under that legislation or provision.
(d) Any words that follow "including," "include," "in particular," "for example," or similar expressions should be understood as illustrative and should not restrict the meaning of the preceding words, descriptions, definitions, phrases, or terms.
(e) The terms "writing" or "written" include communication by email.
2. Basis of contract
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2.1 These Conditions apply to the Contract, excluding any other terms that the Customer may try to impose or incorporate, or that are implied by law, trade customs, practices, or established dealings.
2.2 In the event of any conflict between these Conditions and the Contract, the terms of the Contract will take precedence.
2.3 The Order represents an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any relevant Specifications submitted are complete and accurate.
2.4 The Order will only be considered accepted when the Supplier issues a written acceptance of the Order, at which point the Contract will be established.
2.5 A quotation for the Goods provided by the Supplier does not constitute an offer. Quotations are subject to confirmation by the Supplier.
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3. Delivery
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3.1 The Supplier shall deliver the Goods to the Customer, and the Customer shall accept delivery of the Goods from the Supplier in accordance with any applicable Incoterm agreed upon by both parties.
3.2 Unless specified otherwise in the Contract, Goods will be considered sold on CIF (Incoterms 2020) terms. Delivery is deemed to occur when the Supplier either delivers or arranges for the delivery of the Goods on board the first carrying vessel at the port of shipment.
3.3 Any dates provided for delivery to the port of shipment and/or destination are approximate. The timing of delivery is not considered essential.
3.4 The Supplier will not be liable for any loss or damage of any kind arising from delays in the delivery of the Goods to the port of shipment and/or destination, or for failure to deliver the Goods to the port of shipment or destination by a specified date, regardless of the cause.
4. Quality
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4.1 The Specification of the Goods, if agreed between the Parties, shall be as set out in the Contract
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4.2 The terms implied by sections of the Sale of Goods Act in UAE or Consumer protection law or any amendments thereto are, to the fullest extent permitted by law, excluded from the Contract.
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4.3 Without limiting its other rights or remedies, if the Goods are not of the agreed Specification, the Supplier may, at its option, replace the Goods, or refund the price of the Goods in full.
5. Title and risk
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5.1 The risk associated with the Goods will pass to the Customer upon completion of delivery, as outlined in clause 3.
5.2 Title (ownership) of the Goods will not transfer to the Customer until the Supplier has received full payment (in cash or cleared funds) for the Goods for which payment is due. In this case, ownership of the Goods will transfer at the time full payment is made.
5.3 Regardless of clause 5.2, if the Supplier has delivered Goods to the Customer under multiple contracts, ownership of the Goods will not transfer until the Supplier receives full payment (in cash or cleared funds) for both the Goods and any other items supplied to the Customer for which payment is due. In this situation, ownership will transfer at the time full payment is received.
5.4 Until ownership of the Goods has transferred to the Customer, the Customer agrees to:
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(a) hold the Goods as a bailee (in trust for the Supplier);
(b) store the Goods separately from all other goods in a way that keeps them easily identifiable as the Supplier's property;
(c) not remove, deface, or obscure any identifying marks or packaging on the Goods;
(d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full value from the date of delivery;
(e) notify the Supplier immediately if any of the events listed in clauses 10.1(b) to 10(d) occur; and
(f) provide the Supplier with any information it may reasonably require from time to time regarding:
(i) the Goods; and
(ii) the ongoing financial status of the Customer.
5.5 Until ownership is transferred under clauses 5.1 to 5.3, the Supplier licenses the Customer to sell the Goods. If the Customer sells the Goods under this license, it must promptly make full payment to the Supplier for those Goods, regardless of whether an invoice has been issued. The Supplier reserves the right to revoke this license at any time by notifying the Customer.
5.6 Before ownership of the Goods passes to the Customer, the Supplier may request that the Customer return all Goods in its possession. If the Customer fails to comply promptly, the Supplier may enter the premises of the Customer or any third party where the Goods are stored to recover them.
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6. Price and payment
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6.1 The price of the Goods will be as specified in the Contract or as otherwise mutually agreed upon in writing.
6.2 The Supplier may increase the price of the Goods by up to 10% by providing notice to the Customer at any time before delivery. Such an increase will reflect any rise in the cost of the Goods due to the following reasons:
(a) Any factors beyond the Supplier's control, including fluctuations in foreign exchange, increases in taxes and duties, and rises in transport, labor, materials, and other manufacturing costs;
(b) Any request from the Customer to change the delivery date(s), quantities, types of Goods ordered, or specifications; or
(c) Any delays caused by the Customer's instructions or failure to provide accurate or adequate information.
6.3 Unless otherwise stated in the Contract, the price of the Goods is provided on a Cost, Insurance, and Freight (CIF) basis and excludes value-added tax (VAT) or any other applicable tax or charge. The Customer is additionally responsible for paying these amounts at the prevailing rate.
6.4 The Supplier may issue invoices to the Customer for the Goods either before or after the completion of delivery, in accordance with clause 3.
6.5 Unless otherwise agreed in the Contract, the Customer must pay each invoice submitted by the Supplier:
(a) Within 30 days from the date of the invoice; and
(b) In full and in cleared funds to a bank account designated in writing by the Supplier. Timeliness of payment is essential under the Contract.
6.6 If the Customer fails to make a payment due to the Supplier under the Contract by the deadline, the Customer shall pay interest on the overdue amount from the due date until the payment is made, whether before or after judgment. The interest rate for overdue sums under this clause will accrue at 1.5% per month.
6.7 All amounts owed under the Contract must be paid by the Customer in full without any set-off, counterclaim, deductions, or withholdings, except for any deductions or withholdings of tax as required by law.
6.8 The Supplier reserves the right, without limiting any other rights or remedies it may have, to set off any amount outstanding from the Customer against any amount payable to the Supplier by the Customer.
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7. Lien
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7.1 The Supplier shall have a lien over the Goods and all other property of the Customer within the Supplier’s control (including other goods to be supplied to the Customer by the Supplier where title has not yet passed) until any amount owing to it by the Customer has been received in full under this Contract or any other between the parties, including but not limited to, sums due in respect of demurrage and storage.
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7.2 The Supplier shall be entitled to sell the Goods and any other property which is subject to the lien at clause 7.1 in order to satisfy sums due by the Customer in whole or in part.
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8. Claims Procedure
8.1 For claims related to quality and/or quantity:
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(a) The Customer must provide written Notice of Claim within 7 days of taking physical possession of the Goods.
(b) If the Notice of Claim is not received within these 7 days, the Goods will be deemed to fully comply with the Contract.
(c) The Customer must preserve the Goods in their current condition.
(d) Upon notifying the Customer, the Supplier shall be given a reasonable opportunity to inspect and sample the Goods.
8.2 For claims of any other nature, the Customer must provide written Notice of Claim within 14 days of taking physical possession of the Goods.
8.3 Written Notice of Claim must be submitted to the Supplier within the time limits specified in clauses 8.1(a) and 8.2, or as otherwise outlined in the Contract. Any claim not notified within the specified time limits shall be considered waived and absolutely barred, and the Supplier shall be released from all liability, regardless of how it arises.
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9. Limitation of liability
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9.1 The liability restrictions in this clause apply to all liabilities arising under or in connection with the Contract, including liabilities in contract, tort (including negligence), misrepresentation, restitution, or otherwise.
9.2 The Supplier's total liability to the Customer shall not exceed the price of the Goods specified in the Contract.
9.3 The following types of loss are entirely excluded:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of or damage to goodwill; and
(f) indirect or consequential loss.
9.4 Any loss caused by defects in or shortages of the Goods that are not reported to the Supplier in accordance with clause 8 is wholly excluded.
9.5 Notwithstanding clauses 9.2 to 9.4, nothing in the Contract limits any liability that cannot legally be limited, including liabilities for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) defective products under the Consumer Protection Act
9.6 This clause shall survive the termination of the Contract.
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10. Termination
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10.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract immediately by providing written notice to the Customer if:
(a) the Customer commits a material breach of any term of the Contract and fails to remedy that breach within 3 days after being notified in writing of the breach (if the breach is remediable);
(b) the Customer takes any steps or actions related to entering administration, provisional liquidation, or any composition or arrangement with its creditors (excluding solvent restructuring). This includes obtaining a moratorium, being wound up (either voluntarily or by order of the court, except for the purpose of solvent restructuring), having a receiver appointed to any of its assets, or ceasing to carry on business; or if these actions occur in another jurisdiction, any analogous procedures in that jurisdiction;
(c) the Customer suspends, threatens to suspend, ceases, or threatens to cease all or a substantial part of its business; or
(d) The customer's financial position deteriorates to the point where it reasonably appears that its ability to fulfill the terms of the Contract is in jeopardy;
(e) The supplier’s insurer withdraws the credit limit for the Customer.
10.2 For clarity, a material breach of the Contract includes but is not limited to, the Customer's failure to make payment or failure to accept delivery of goods as per these Conditions or as agreed in clause 12.4.
10.3 Without limiting its other rights or remedies, the Supplier may suspend the provision of Goods under the Contract or any other contract between the Supplier and the Customer if the Customer becomes subject to any of the events listed in clauses 10.1(b) to 10.1(d), or if the Supplier reasonably believes the Customer is about to be subjected to any of these events, or if the Customer fails to pay any amount due under this Contract by the due date.
10.4 Without limiting its other rights or remedies, the Supplier may terminate the Contract immediately by providing written notice to the Customer if the Customer fails to pay any amount due under the Contract by the due date.
10.5 Upon termination of the Contract for any reason, the Customer shall immediately pay the Supplier all outstanding unpaid invoices and accrued interest. For Goods supplied for which no invoice has been submitted, the Supplier shall provide an invoice, which the Customer shall pay immediately upon receipt.
10.6 Termination or expiration of the Contract, regardless of the reason, shall not affect any rights or remedies that have accrued to either party as of the termination or expiration, including the right to claim damages for any breach of the Contract that occurred before the date of termination or expiration.
10.7 Any provision of the Contract that is expressly intended to continue in force after the termination or expiration shall remain in full force and effect.
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11. Force majeure
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The Supplier shall not be deemed in breach of the Contract, nor held liable for any delays in performing or failures to fulfil their obligations, whether in whole or in part, if such delays or failures arise from a Force Majeure Event. In such situations, the time for performance will be extended by a period equal to the duration of the delay or non-performance. However, if the delay or inability to perform lasts for four weeks, the Supplier reserves the right to terminate the Contract by providing seven days' written notice to the Customer, ensuring clarity and transparency in our dealings.
12. General
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12.1 Assignment and Other Dealings
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(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over, or otherwise deal with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over, or otherwise deal with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
12.2 Confidentiality
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(a) Each party agrees that it will not disclose any confidential information regarding the business, affairs, customers, clients, or suppliers of the other party at any time, except as allowed under clause 12.2(b).
(b) Each party may disclose the confidential information of the other party:
(i) to its employees, officers, representatives, contractors, subcontractors, or advisers who need to know such information to exercise the party's rights or fulfil its obligations under the Contract. Each party must ensure that its employees, officers, representatives, contractors, subcontractors, or advisers comply with this clause 12.2; and
(ii) as required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
(c) Neither party shall use the confidential information of the other party for any purpose other than to exercise its rights or perform its obligations under or in connection with the Contract.
12.3 Entire Agreement
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(a) The Contract constitutes the entire agreement between the parties and supersedes all previous agreements, promises, assurances, warranties, representations, and understandings, whether written or oral, related to its subject matter.
(b) The Customer agrees that it shall have no remedies concerning any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not included in the Contract. The Customer also agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement within the Contract.
12.4 Variation
No variation of this Contract shall be effective unless it is in writing and signed by the parties or their authorized representatives.
12.5 Waiver
No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
12.6 Severance
If any provision or part of a provision of the Contract is found to be invalid, illegal, or unenforceable, it shall be deemed deleted, but this will not affect the validity and enforceability of the remaining provisions of the Contract. If any provision is deemed deleted under this clause 12.6, the parties shall negotiate in good faith to agree on a replacement provision that, as closely as possible, achieves the intended commercial result of the original provision.
12.7 Notices
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(a) Any notice or communication given to a party under or in connection with the Contract shall be in writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next working day delivery service to its registered office (if a company) or its principal place of business (in any other case); or
(ii) sent by email to the following address: navarroseafd@gmail.com.
(b) Any notice or communication shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9:00 AM on the second business day after posting; or
(iii) if sent by email, at the time of transmission, or if this time falls outside business hours in the place of receipt, when business hours resume. For the purpose of this clause 12.7(b)(iii), business hours are defined as 9:00 AM to 5:00 PM, Monday to Friday, excluding public holidays in the place of receipt.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, in any arbitration or other method of dispute resolution.
12.8 Third Party Rights
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Unless explicitly stated otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
12.9 Arbitration
(a) This Contract shall be governed by and construed under UAE Law or the law of the country agreed upon by both the supplier and the buyer. Any dispute arising out of or in connection with this Contract shall be referred to arbitration by the Chamber of Commerce in the UAE. The seat of the arbitration shall be in the UAE, even if the hearing takes place outside the UAE unless otherwise stipulated in the contract.
(b) The arbitration will be conducted under the terms of the UAE Maritime Arbitrators Association that are current at the time the arbitration proceedings are commenced.
(c) The arbitration shall involve three arbitrators: one appointed by each party and the third appointed by the two arbitrators already chosen, subject to the provisions of the UAE Terms. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send written notice of this appointment to the other party. This notice will require the other party to appoint its own arbitrator within 14 calendar days and to indicate that if they do not appoint an arbitrator within this period, the referring party will appoint its arbitrator as the sole arbitrator. If the other party fails to appoint its arbitrator and communicate this within the specified 14 days, the referring party may proceed to appoint its arbitrator as the sole arbitrator without any further notice. The judgment of a sole arbitrator shall be binding on both parties as if the arbitrator were appointed by mutual agreement.
(d) Nothing herein shall prevent the parties from agreeing in writing to modify these provisions to allow for the appointment of a sole arbitrator.
(e) In cases where neither the claim nor any counterclaim exceeds the sum of USD 100,000 (or any other amount as agreed by the parties), the arbitration shall follow the UAE Arbitration Laws Small Claims Procedure that is current when the arbitration proceedings commence.
(f) In cases where the claim or any counterclaim exceeds the agreed limit for the UAE Arbitration Law Small Claims Procedure but does not exceed USD 400,000 (or another sum as the parties may agree), the parties may also agree that the arbitration shall follow the UAE laws Intermediate Claims Procedure that is current when the arbitration proceedings are commenced. In cases involving three arbitrators, the procedure for appointments will be in accordance with the procedure for full arbitration as stated above.
12.10 Anti-bribery and Corruption
(a) The Customer represents, warrants, and undertakes that neither itself nor any member of its organization has committed any breaches and will, at all times, comply with all laws, rules, and regulations applicable to the Supplier and/or the Customer related to bribery, corruption, and money laundering. This includes the United Arab Emirates (UAE) anti-money laundering (AML) law, Federal Decree-Law No. (20) of 2018, as amended from time to time. The Customer has measures in place that are designed, to the best of its knowledge, to prevent any offences under such legislation committed by any member of its organization or any person providing services on its behalf.
(b) The Customer represents and warrants that it has neither paid nor received a bribe or made a corrupt payment, either directly or indirectly, in connection with these Conditions.
(c) The Customer shall promptly notify the Supplier if, at any time during the term of these Conditions, its circumstances or knowledge change in a manner that would prevent it from restating the representations and warranties outlined in Clause 12.10(a) and/or Clause 12.10(b).
(d) If the Customer breaches this Clause 12.10, the Supplier may terminate the Contract without being liable to the Customer for any losses, claims, costs, expenses, damages, or liabilities arising from such termination.
(e) To the fullest extent permitted by applicable law, the Customer shall indemnify the Supplier against any and all costs, expenses, losses, and liabilities incurred as a result of the Customer breaching its obligations under Clause 12.10.
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