1. Who these terms apply to
1.1 These terms apply to every sale of goods by Niru Food Stuff Trading L.L.C ("Niru") to a business customer (the "Customer").
1.2 In these terms:
- Goods means the products Niru sells to the Customer.
- Order means any purchase order, LPO, or order placed through a Niru salesperson, by email, by phone, or online.
- Credit Approval means the page Niru issues confirming a Customer's credit limit and payment terms.
- Signed Agreement means a written agreement signed by Niru's authorised signatory and the Customer.
1.3 Niru sells to businesses only. These terms are not for consumers.
2. Which document wins
2.1 If documents conflict, this order applies, first to last:
- A Signed Agreement.
- The Customer's Credit Approval and the Credit Account Application it approves.
- These terms.
- The Customer's Order.
2.2 Terms printed on the Customer's Orders, LPOs or other documents do not apply, even if Niru accepts or delivers the Order, unless a Signed Agreement says they do.
3. Orders
3.1 An Order is an offer to buy. Niru accepts it when Niru confirms it in writing or delivers the Goods, whichever comes first.
3.2 Niru may decline an Order, or deliver part of it, depending on stock. The Customer pays only for what is delivered.
3.3 The Customer may cancel an Order only before it is dispatched. After dispatch, cancellation needs Niru's written approval.
4. Prices
4.1 Prices are in UAE dirhams (AED) and exclude 5% VAT, unless the document says otherwise. VAT is added at the rate in force on the date of supply.
4.2 The price is the price in force on the date Niru accepts the Order. Niru may change its prices for future Orders at any time.
4.3 Prices on a pro-forma invoice are valid for 7 days from its date.
4.4 Niru may correct an obvious error in a price, quantity or calculation on any quotation, pro-forma, order confirmation or invoice.
4.5 Rebates, listing fees, promotional support, display fees and similar charges apply only if agreed in a Signed Agreement.
4.6 Discounts and rebates apply only to invoices paid in full by their due date. If an invoice is paid late, Niru may withdraw any discount or rebate linked to it.
5. Payment
5.1 Cash customers pay the full amount before dispatch or on delivery, as Niru confirms on the order.
5.2 Credit customers pay under their Credit Approval. Niru issues a statement of account at the end of each month covering that month's invoices. The full statement balance is due within the approved number of days from the statement date.
5.3 Payment is by bank transfer to Niru's account shown on the invoice, or by cheque payable to "Niru Food Stuff Trading L.L.C". Payment counts as made only when cleared funds reach Niru's account.
5.4 The Customer must pay every invoice in full. The Customer may not deduct rebates, listing fees, returns, shortages or any other amount unless Niru has issued a credit note for it or agreed it in a Signed Agreement.
5.5 Any dispute about an invoice or statement must reach Niru in writing within 7 days of the statement date. Otherwise the statement is accepted as correct. A dispute over one invoice does not delay payment of the others.
6. Late payment
6.1 If any amount is not paid by its due date, Niru may, without further notice:
- stop or hold deliveries;
- reduce or cancel the Customer's credit and move the account to cash on delivery;
- declare the Customer's full balance immediately due, including invoices not yet due; and
- withdraw any discount or rebate linked to the overdue invoices.
6.2 If Niru takes legal action to collect any amount the Customer owes, or uses a lawyer or collection agency to do so, all legal, court, administrative, finance and collection charges are added to the Customer's balance, and the Customer must pay them.
6.3 If the Customer's bank returns any cheque unpaid, for any reason, Niru adds an administrative charge of AED 500 to the Customer's balance for each returned cheque, plus any charges Niru’s bank makes.
7. Credit and security
7.1 Credit is available only to Customers who hold a Credit Approval. The credit application, its security and its terms form part of the Customer's contract with Niru.
7.2 The Customer's unpaid balance must not exceed its approved credit limit. Niru may hold any Order that would take the Customer over the limit until a payment is received.
7.3 Niru may review, reduce, suspend or cancel credit at any time by written notice.
8. Delivery
8.1 Niru delivers to the address on the Order, within the UAE. Delivery dates and times are estimates. Late delivery does not entitle the Customer to cancel the Order or claim compensation, unless a Signed Agreement says otherwise.
8.2 The Customer must give access for unloading and have a person available who is authorised to receive the Goods and sign the delivery note.
8.3 A delivery note signed or stamped at the Customer's premises is proof of delivery of the quantities shown on it.
8.4 If the Customer refuses or cannot take delivery, Niru may charge the reasonable cost of redelivery and storage.
9. Risk and ownership
9.1 Risk in the Goods passes to the Customer when the delivery note is signed.
9.2 The Goods remain Niru's property until they are paid for in full. Until then, the Customer may sell them in the ordinary course of its business. If the Customer fails to pay, Niru may recover unsold Goods from the Customer's premises.
10. Checking goods and making claims
10.1 The Customer must check the Goods on delivery. Shortages, wrong items and visible damage must be written on the delivery note before it is signed. Claims of this kind not written on the delivery note are not accepted.
10.2 Any other claim about quality or condition must reach Niru in writing within 48 hours of delivery, with photos, the batch or lot number and the expiry date. The Customer must keep the Goods available for Niru to inspect.
10.3 If a claim is valid, Niru will replace the Goods or issue a credit note, at Niru's choice. This is the Customer's only remedy for faulty or short Goods.
11. Shelf life and expiry
11.1 Niru delivers Goods within their shelf life, as UAE food rules require.
11.2 A minimum remaining shelf life on delivery applies only if agreed in a Signed Agreement.
11.3 Niru does not accept returns of, or give credit for, Goods that expire or come close to expiry after delivery, unless a Signed Agreement says otherwise.
12. Storage, handling and recalls
12.1 After delivery, the Customer is responsible for storing, handling and displaying the Goods as their labels require, and for not selling them after their expiry date.
12.2 Niru is not responsible for any loss caused by storage, handling or display after delivery, or by the sale of expired Goods.
12.3 If Niru or a manufacturer recalls a product, the Customer must remove it from sale at once, keep it separate, and follow Niru's instructions. The Customer must keep enough records to trace Goods by batch or lot number.
13. Returns
13.1 Goods may be returned only with Niru's prior written approval.
13.2 Approved returns must be in their original, unopened and saleable condition, unless the return is for a valid claim under clause 10.
13.3 Niru issues a credit note once it has received and checked the returned Goods.
14. Limit of Niru's liability
14.1 Niru's total liability for any Order is limited to the price of the Goods in that Order.
14.2 Niru is not liable for loss of profit, loss of business, loss of goodwill or any indirect loss.
14.3 Nothing in these terms limits any liability that UAE law does not allow to be limited.
15. Events outside Niru's control
15.1 Niru is not liable for delay or failure caused by events outside its reasonable control, including supply shortages, shipping or port delays, customs holds, government action, extreme weather, fire, pandemic, war or civil unrest.
15.2 If such an event lasts more than 30 days, either party may cancel the undelivered part of the Order by written notice. The Customer still pays for Goods already delivered.
16. Changes to the Customer's business
16.1 The Customer must tell Niru in writing at least 14 days before any change in ownership, legal form, trade licence, address or authorised signatories.
16.2 The Customer, and any guarantor, remain liable for all amounts owed before and after the change.
17. Customer information
17.1 Niru uses the Customer's business and contact details to manage the account, deliveries, payments and credit, and keeps them confidential. Niru does not sell them.
18. Notices and evidence
18.1 Notices may be sent by email. Notices to Niru go to accounts@niru.ae. Notices to the Customer go to the email address on its account or credit application.
18.2 A statement of account issued by Niru is conclusive evidence of the amount the Customer owes, unless it contains a clear error.
19. Changes to these terms
19.1 Niru may update these terms by publishing a new version on this page. A new version applies to Orders placed after it is published. Orders already accepted stay under the version in force when Niru accepted them.
20. Language, law and courts
20.1 These terms are written in English. If an Arabic translation is needed, the English text governs between the parties, as far as UAE law allows.
20.2 These terms are governed by the laws of the United Arab Emirates as applied in the Emirate of Dubai. The courts of Dubai have jurisdiction.