TERMS AND CONDITIONS OF PURCHASE AND CONTRACT OF GC LEASING MIDDLE EAST FZCO DUBAI BRANCH AS THE LESSOR AND BUYER OF THE LEASED OBJECT

1. DEFINITIONS, DISTINCTION AND VALIDITY

  1. 1.1 Purchase agreements on objects that are to be leased within the framework of lease agreements shall be concluded by GC Leasing exclusively on the basis of these terms and conditions alone.

    The seller of the objects shall hereinafter be referred to as the Seller or the Supplier.

    Contractual terms and conditions that mention the Lessor / Lessee shall apply if GC Leasing is purchasing the purchase object in order to make it available for use within the framework of a Lease Agreement.

    1.2 The statutory provisions shall apply unless these contractual terms and conditions or other written agreements contain any provisions to the contrary.

    1.3 General Terms and Conditions of Business of the seller of the object that contradict these contractual terms and conditions shall be deemed ineffective between the Parties and in the relationship with the customer. They are hereby contested. If the object of the purchase is software, licensing terms and conditions can be agreed separately.

    The statutory provisions governing businesspeople shall only apply to the purchase agreement between GC Leasing and the supplier if the customer is a businessperson.

2. LEASED OBJECT

  1. 2.1 In principle, GC Leasing shall only purchase brand new, unused objects. If the object is, nevertheless, a second-hand object (this includes completely refurbished objects), the supplier must explicitly draw GC Leasing's attention to this as early on as in the request and must also state this clearly in the lease agreement. The same applies to objects that do not have the latest construction year or to discontinued models. Since the object is provided to the customer for use over a period of several years, it is particularly important to GC Leasing that the object meets thelatest standards at the time of delivery.
  2. 2.2 If the purchase agreement (also) covers software, the supplier must explicitly draw the customer's attention to any valid licensing terms and conditions.

3. GUARANTEES

The lessor assigns all rights under guarantees provided by the manufacturer / supplier to the lessee.

  1. 3.1 The supplier is obliged to acknowledge guarantee declarations to the lessee and GC Leasing before the leasing application is signed. The supplier must draw the lessee's attention to the fact that the lessor is not liable under these warranties and that guarantee claims can only be asserted vis-à-vis the manufacturer / supplier and that this also applies in the event that the manufacturer / supplier becomes insolvent.

4. PURCHASE DECLARATION

  1. 4.1 The supplier shall provide GC Leasing, at the same time as the request, with all relevant data on the customer, the purchase object and the desired contract. Once the request including this data has been assessed with a positive outcome, GC Leasing shall declare that it is, in principle, prepared to conclude a lease agreement and to buy the object selected by the customer (purchase declaration). The purchase declaration shall be regarded as an invitation to enter into a contract according to Art. 134 (2) UAE Law No.5 of 1985 (UAE Civil Code = CC).
  2. 4.2 It is up to the supplier to base the request to be sent on the latest GC Leasing conditions in each case. The purchase declaration shall only apply to the contract specified, in particular in terms of the customer,term, instalment amount, procurement volume, type of contract and object. If the conditions that belong to the type of contract with the instalment specified result in a lower procurement value than specified, this lower value shall be deemed to constitute the purchase price.
  3. 4.3 Any supplements or deletions in the contract form that were not already referred to in the request shall automatically render the purchase declaration ineffective.
  4. 4.4 The purchase declaration shall also be rendered automatically ineffective if the offer to conclude the purchase agreement pursuant to section 5.1 has not been made within 90 days of the purchase declaration being made and GC Leasing is not responsible for this.
  5. 4.5 With the purchase declaration, GC Leasing declares that it will purchase the object when the customer confirms acceptance and functionality subject to no restrictions and when it has received the statement of acceptance and other documents requested with the purchase declaration.
  6. 4.6 The purchase declaration does not, however, give rise to any legal obligation to conclude the lease agreement or the purchase agreement. GC Leasing is entitled to revoke the declaration without having to state any grounds, but, in the event of revocation, shall reimburse the supplier for the costs of delivering the object to the customer up to 5 % of the purchase price, or AED 2,000 at the most. This shall not, however, apply if the supplier is responsible for the reasons leading to the revocation or if the customer has not yet accepted the object at the time of revocation. GC Leasing shall only pay compensation for any damages extending beyond the scope of sentence 2 if it caused the damage as a result of gross negligenceThe supplier is required to agree the same conditions with any preliminary suppliers. In any case, it shall indemnify GC Leasing against third-party claims.
  7. 4.7 In the event that the purchase agreement becomes ineffective or is revoked, GC Leasing already assigns any claims against the customer in connection with the lease request to the supplier. The supplier accepts this assignment.

5. CONCLUSION OF THE PURCHASE AGREEMENT, GUARANTEES

  1. 5.1 The seller shall make the offer to conclude the purchase agreement by sending GC Leasing the customer's original application for the conclusion of the lease agreement, including the statement of acceptance signed by the customer, the invoice and any other additional documents requested by GC Leasing.
  2. 5.2 By sending the full documents, in particular the statement of acceptance and the invoice to GC Leasing, the supplier guarantees the following:
    1. 5.2.1 The object was, in fact, handed over in full, in working order and in accordance with the contract,
      to the customer on the acceptance day specified.
    2. 5.2.2 The supplier is entitled to transfer unrestricted ownership to GC Leasing.
    3. 5.2.3 The customer was not quoted any purchase price other than the price that is actually to be paid by GC Leasing for the object.
    4. 5.2.4 No commitments that deviate from the lease agreement have been made to the customer.
    5. 5.2.5 Any of the supplier's own agreements with the customer are clearly marked as such for the customer's attention. The customer has been informed that GC Leasing is not liable for adhering to these agreements that the lease agreement with GC Leasing is to be performed irrespective of these agreements.
  3. 5.3 With the conclusion of the purchase agreement, the supplier transfers to GC Leasing all warranties relating to the characteristics and / or durability of the object as provided by the preliminary supplier or the manufacturer.
  4. 5.4 GC Leasing accepts the supplier's purchase offer by sending the cheque for the purchase price / paying the purchase price.

6. RIGHT OF WITHDRAWAL

If, after the purchase agreement has been concluded, it turns out that the supplier has not handed over the object to the customer, either in full or in part, or has not handed it over on time, and if the customer invokes the non-performance of the agreement vis-à- vis GC Leasing for one of these reasons, GC Leasing is entitled to withdraw from the purchase agreement without notice. Art. 272 UAE Civil Code shall apply.

7. LIABILITY OF THE SUPPLIER, SUPPLEMENTARY AGREEMENTS

The supplier is not entitled to reach any agreements with, or make any commitments to, the customer that deviate from these contractual terms and conditions or the provisions included in the lease agreement. If it breaches this obligation, it shall compensate GC Leasing for any resulting damage if it is responsible for the breach of duty. This shall also apply to the supplier's own agreements reached with the customer if these result in claims being asserted against GC Leasing or if GC Leasing incurs other damage in this respect.

8. STATUTORY OBLIGATIONS RELATING TO THE CONCLUSION OF LEASE AGREEMENTS

If GC Leasing is subject to statutory obligations relating to the conclusion of lease agreements and GC Leasing has to obtain additional information on the customer or other circumstances relating to the transaction to be entered into before the contract is concluded in order to meet these obligations, the supplier is obliged to request this information from the customer and make it available to GC Leasing at the latter's request.

9. SUPPLIER'S DECLARATION, ASSUMPTION OF RISK

  1. 9.1 The supplier, as the seller, shall indemnify GC Leasing, as the buyer, from claims asserted by third parties against the buyer in connection with
    the delivery of the object.
  2. 9.2 The object shall be accepted by the customer at the supplier's registered office if no other location has been agreed. Up until the time of acceptance, which must be substantiated by way of a statement of acceptance made by the customer, the supplier shall bear the risk of the accidental loss or impairment of the object.
  3. 9.3 If the supplier breaches the obligation to hand over the object that forms the object of the agreement, if it makes incorrect declarations or transfers incorrect declarations made by the customer to GC Leasing, it shall compensate GC Leasing for the resulting damage.

10. DEFECTS AFFECTING THE LEASED ITEM, LIABILITY OF THE SUPPLIER AS THE SELLER

  1. 10.1 In the lease agreement, GC Leasing shall assign the rights it has as the buyer vis-à-vis the seller in the event of defects affecting the leased item to the lessee.
  2. 10.2 Claims based on defects become statute-barred according to Art. 111 (1) UAE Federal Law No 18 of 1993 (Commercial Procedure Law) 60 days after the object is handed over to the lessee. This shall not apply if the seller concealed the defect with intent to deceive, in this case according to Art. 111 (2) Commercial Procedure Law the claim shall be time barred after one year from the date of delivery.
  3. 10.3 Prior to applying Art. 237 ff (cancellation of the agreement or reduction of the purchase price in general) and Art. 543 ff (cancellation of the agreement or reduction of the purchase price of a sales contract) UAE Civil Code GC Leasing is entitled, as the buyer and in the event of a defect, to first of all demand the elimination of the defect, insofar as this can be reasonably expected based on the circumstances of the individual case.
  4. 10.4 If subsequent performance is unsuccessful, in particular because it is impossible, cannot be reasonably expected of the buyer or the seller, or has failed, GC Leasing, as the buyer, is entitled to withdraw from the agreement or to reduce the purchase price pursuant to the statutory provisions and to demand compensation or the reimbursement of expenses incurred in vain as according to Art. 110 Commercial Procedure Law and Art. 274 UAE Civil Code. Any claim to compensation for physical loss or damage or purely financial loss due to a defect shall be unconditionally made good, if it is direct and if it is consequential, there must be a wrongful or deliberate element. Art. 282 ff UAE Civil Code shall apply.
  5. 10.5 If the lessee asserts a claim against the seller due to rights relating to defects assigned to it under the purchase agreement, the seller must inform GC Leasing,
    as the buyer, immediately and comment on the lessee's request in writing without delay. If the lessee files a lawsuit, the seller must keep GC Leasing up-to-date on the status of the proceedings on an ongoing basis by sending it pleadings, court orders and, in particular, informing it of the outcome of the legal dispute.
  6. 10.6 If the lessee reduces the purchase price on the basis of the rights assigned to it, or if the purchase agreement is terminated and each party restored to its pre-contract position), the seller shall make payment to GC Leasing.
  7. 10.7 The Parties agree that GC Leasing must not incur any damage because defects affecting the leased item result in the customer's right to refuse performance. The seller undertakes to hold GC Leasing harmless in such cases.

11. PROHIBITION OF ASSIGNMENT

Claims of the supplier as the seller vis-à-vis GC Leasing as the buyer may not be assigned or pledged without the written consent of GC Leasing.

12. OTHER

  1. 12.1 No collateral agreements have been concluded. Any amendments or supplements – including with respect to form – shall be made in writing.
  2. 12.2 The purchase agreement between the supplier and GC Leasing shall be governed by the laws of the country in which the customer has its general place of jurisdiction.
  3. 12.3 The place of jurisdiction for disputes under the purchase agreement between the seller and GC Leasing is GC Leasing's registered office.

13. SALE AND LEASE BACK

If GC Leasing purchases the leased item from the seller for the purpose of making it available for use within the framework of a lease agreement (sale and lease back), the following special provision applies: If the provision that typically applies to leasing in the event of defects affecting the leased item (cf. 10.1 through 10.6 and the provision set out in the lease agreement) is not legally valid, meaning that GC Leasing is liable, as the lessor, for defects vis-à-vis the lessee, the seller shall release GC Leasing from this liability.

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