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Terms

General Terms of Sale and Service

Draft for legal review. Not in force.

DRAFT, NEEDS LEGAL REVIEW. Not yet in force. Not a live offer.

Applies to every order placed with us, for every product and service line. Line terms add to these; if they conflict, the line terms win for that line.

1. Who we are and what these terms cover

  1. "We", "us" means the Yantra Global trading entity named on your quote or order confirmation. "You" means the business buyer named on the order. We sell to businesses only, not to consumers.
  2. These terms, the line terms for what you buy, your signed quote or order confirmation, and any written statement of work make up the contract. Your own purchase terms do not apply unless we accept them in writing.
  3. Our lines are: general trading; electronic and telecom parts; power equipment; machinery; software design and software resale; AI development; data and analytics; business training; management services; warehousing; and transport support. Lines marked "coming soon" on our site are not yet on sale.

2. Quotes and orders

  1. A catalogue page, price guide or marketing text is an invitation to enquire. It is not an offer.
  2. A quote is valid for the days shown on it (14 days if none is shown). Quotes are in writing and carry a reference number.
  3. An order is binding on you when you accept our quote in writing, or send a purchase order that matches the quote. A contract is formed only when we send a written order confirmation. We may decline any order before then.
  4. Changes to an order need our written agreement. We may charge for work already done, stock already bought for you, and restocking where the item is non-standard.
  5. Cancellation: you may cancel a standard stock item in writing before dispatch, with a handling charge of up to 10% of its price. Made-to-order, imported-to-order, configured, licensed or customised items cannot be cancelled once we have placed the upstream order, unless we agree in writing.

3. Prices and price guides

  1. Prices are in the currency on the quote, exclude taxes, duties and delivery unless the quote says otherwise, and are for the quantity quoted.
  2. Price guides on our site show a guide price, the date it was set and the type of source. They are indicative only. The final quote prevails. Wording on every price guide: "Price on request / final quote."
  3. Where market prices, exchange rates, freight rates or supplier prices move by more than 3% between quote and order confirmation, we may re-quote before confirming.
  4. If we publish or quote a wrong price by obvious error, we may cancel the order and refund anything paid, even after confirmation, provided we tell you before dispatch.
  5. Volume, project and framework prices are valid only for the quantities, call-off period and delivery pattern stated.

4. Payment: bank transfer and UPI only

  1. We accept payment only by bank transfer (including wire and local transfer) and UPI. We do not accept cards, cheques, cash or crypto, and we do not collect payment details by phone, chat or email.
  2. Pay only to the account details shown on our invoice or on your signed-in account page. If anything arrives by email or message asking you to pay elsewhere, do not pay; tell us at once.
  3. Standard terms: new customers pay in advance or 50% with order and 50% before dispatch. Approved customers may be given credit terms in writing, normally 30 days from invoice date.
  4. A payment counts as received when the funds reach our account in full. You bear your bank charges and any deductions; we credit only the amount received.
  5. Late payment: we may charge interest at 1.5% per month on overdue amounts, hold or suspend further orders and services, and recover reasonable collection costs. [Draft, needs legal review for the permitted rate.]
  6. No set-off: you may not deduct sums you claim from us against an invoice, unless we agree in writing or a court orders it.
  7. Refunds are made by the same route as the payment, in the same currency, within 14 days of the refund being agreed.
  8. We do not renew any subscription or service automatically. Each renewal needs a new quote or your written confirmation.

5. Taxes, duties and free zone status

  1. You pay value added tax, customs duty, import and export charges, and similar taxes that apply to the sale, unless a valid exemption or zero rate applies and you give us the proof we ask for.
  2. Tax treatment depends on where goods or services are supplied from and delivered to, including free zone and designated zone rules. We state the treatment on the invoice. [Draft, needs legal and tax review.]
  3. If an authority later assesses tax, duty or penalty on a supply because of information you gave us, you reimburse us.

6. Title, risk and security

  1. Risk passes under the delivery term on the order (see Delivery, Incoterms and Returns).
  2. Title to goods passes only when we receive full payment. Until then you hold the goods safely, insured, labelled as ours, and apart from other stock, and you may not pledge them. You may resell in the ordinary course on condition that you pass on the proceeds to us when due.
  3. We may repossess goods not paid for when due, and you allow us onto the premises where they are kept for this.

7. Inspection, defects and claims

  1. Check goods on arrival. Note visible damage or shortage on the delivery document and tell us in writing within 3 working days of delivery, with photos and the order reference.
  2. Hidden defects must be reported within the warranty period under the line terms, as soon as you find them.
  3. Late or missing notice does not remove your warranty rights for a defect that could not reasonably be seen, but may limit what we can recover from carriers and insurers.

8. Warranty (general)

  1. We warrant that goods are as described on the order confirmation and, for goods carrying a maker warranty, that we will pass that warranty to you. Our own warranty period for each line is in the line terms.
  2. The warranty does not cover wear and tear, misuse, wrong installation, wrong storage, repairs by anyone we have not approved, use outside the rated limits, power or environment faults, force majeure, or software and settings changed by you.
  3. Our remedy is repair, replacement or credit, our choice, as set out under RMA. Except as stated, we give no other warranty, to the extent the law allows. This does not exclude anything that cannot lawfully be excluded.

9. Liability

  1. Nothing limits liability for death or personal injury caused by negligence, fraud, or anything else the law does not allow to be limited.
  2. Subject to that, our total liability for all claims connected with one order is limited to the price you paid for the goods or services that caused the claim (for ongoing services: fees for the 12 months before the event).
  3. We are not liable for loss of profit, revenue, business, goodwill or data, or for indirect, special or consequential loss, even if we were told it could happen.
  4. You must claim within 12 months of the event. [Draft, needs legal review against the limits UAE law allows.]

10. Intellectual property

  1. Everything we create stays ours: our site, price guides, catalogue text, templates, training material, reports and know-how. You get the right to use what we supply for your own internal business under the licence in the line terms.
  2. You keep your own materials and data. You give us the right to use them only as needed to perform the contract.
  3. We do not use any third party's marks, text or images on our own pages. You must not use our name or marks in your own marketing without written consent.
  4. If we receive a claim that goods or deliverables we supplied infringe third-party rights, we will deal with it at our cost if you tell us promptly, let us run the defence, and have not changed the item. We may then replace, modify or take back the item and refund the price. This is our full liability for such claims.

11. Confidentiality

  1. Each side keeps the other's non-public information confidential, uses it only for the contract, and shares it only with staff, advisers and approved partners who need it and are bound to keep it confidential. This lasts 3 years after the contract ends.
  2. It does not apply to information that is public without breach, was already known to the receiver, was independently developed, or must be disclosed by law or a regulator.

12. Export control, sanctions and integrity

  1. You will follow all export control, import control and sanctions laws that apply, including those of the UAE and of the countries the goods pass through.
  2. You will not resell, re-export or transfer goods, software or technology to a sanctioned person, country or end use, or to any military, nuclear, missile, chemical or biological end use. You will give us end-user and end-use statements when we ask.
  3. We may refuse, delay or cancel any order, and freeze deliveries, if we think it breaks these laws, without liability. Export licences, where needed, are your responsibility unless the order says otherwise.
  4. Both sides will not give or take bribes, will keep records, and will follow anti-money-laundering rules. We may ask for ownership and identity documents (know-your-customer checks) before and during the relationship.

13. Data protection

  1. Where we handle personal data for you, the Data terms and Data Processing Terms apply. Under UAE Federal Decree-Law No. 45 of 2021 (the PDPL) and its rules, each side acts as controller or processor as set out there.

14. Force majeure

  1. Neither side is liable for delay or failure caused by events beyond its reasonable control, including natural disaster, war, strike, port or border closure, power or network failure, supplier failure, government action or sanctions.
  2. The affected side tells the other promptly and tries to limit the effect. If the event lasts more than 60 days, either side may cancel the unfulfilled part, and we refund amounts paid for it, less costs already incurred.

15. Suspension and termination

  1. We may suspend or end the contract on notice if you do not pay when due, break these terms and do not fix it within 14 days of notice, become insolvent, or if we reasonably believe continued supply breaks the law.
  2. Ending the contract does not affect amounts already due or clauses that are meant to continue (payment, liability, IP, confidentiality, governing law).

16. General

  1. Notices must be in writing and sent to the address or email on the order. Email counts as received on the next working day.
  2. You may not assign the contract without our written consent. We may subcontract, and we remain responsible for subcontractors.
  3. If a clause is invalid, the rest stays in force. A delay in using a right is not a waiver. The contract is the entire agreement; earlier talks are replaced. Changes must be in writing and signed by both sides.
  4. We may update these terms for future orders. The version in force on your order confirmation applies to that order.
  5. Language: these terms are in English. If translated, the English text governs.

17. Governing law and disputes

  1. These terms and any dispute from them are governed by the laws of the United Arab Emirates as applied in the Emirate of Ajman and in the Ajman Free Zone, and by the rules of the Free Zone authority where they apply.
  2. The parties will first try to settle a dispute by senior-level talks within 30 days of written notice.
  3. If not settled, the dispute goes to the competent courts having jurisdiction in Ajman. [Draft option for legal review: arbitration seated in the UAE under agreed rules, in English, by a sole arbitrator, instead of courts.]
  4. Either side may ask a court for urgent interim relief at any time.