Standard Terms and Conditions of Sale


Terra Limited

Masdar City Free Zone – Abu Dhabi, United Arab Emirates

License No. MC 13157 – TRN: 104549171700003

Last updated: 01/06/2025

1. General Provisions

These Terms and Conditions of Sale (“T&Cs”) apply to all sales, services, and contracts between Terra Limited (“Terra” or “the Company”) and any purchaser (“the Client”). They supersede all other terms, including any provided by the Client, unless explicitly agreed in writing by an authorized representative of Terra.

2. Quotations and Orders

All quotations are non-binding and valid for thirty (30) days unless otherwise stated. Orders are only deemed accepted upon written confirmation by Terra. No modifications shall be valid unless agreed in writing. Terra reserves the right to conduct technical or financial due diligence before confirming any order.

3. Prices and Payment Terms

  • All prices are in AED (or as specified) and exclusive of VAT, customs, duties, or other applicable taxes, which shall be borne by the Client.
  • Full payment (100%) must be received and cleared before dispatch or delivery. No delivery will occur without full settlement, unless otherwise agreed in writing.
  • Invoices must be settled within seven (7) calendar days from the date of issue unless different terms are contractually agreed.
  • Payments must be made via bank transfer to the account specified on the invoice. Any bank charges are the responsibility of the Client.

4. Late Payment & Penalties

  • If payment is not received by the due date, Terra may apply:
    • A late payment interest of 1.5% per month (or 18% annually) on the overdue amount.
    • A fixed administrative penalty of AED 500 per month of delay, without prejudice to further claims.
    • Immediate suspension of services or deliveries.
  • If the invoice remains unpaid after 30 days, Terra reserves the right to:
    • Terminate the contract unilaterally.
    • Refer the debt to a collection agency or initiate legal action.
    • Charge all legal, recovery, and collection fees to the Client.

5. Retention of Title

Ownership of any goods remains with Terra until full payment has been received. Until then, goods must not be resold, pledged, or moved without Terra’s written consent.

6. Delivery, Inspection and Risk Transfer

  • Risk passes to the Client at the moment of physical delivery or collection, even if the title has not yet transferred.
  • The Client or its appointed representative has the right to inspect the goods before delivery, subject to reasonable notice.
  • Any delivery date is indicative and not binding. Terra is not liable for delays caused by logistics, customs, or third parties.
  • If the Client fails to accept delivery within five (5) working days from notice, storage fees may apply, and risk will be deemed transferred.

7. Claims and Returns

  • All claims must be submitted in writing within eight (8) calendar days of delivery. Claims must include supporting documentation and photos.
  • No returns are accepted without prior written authorization.
  • Terra’s liability for defective goods is limited to repair or replacement at its sole discretion.

8. Force Majeure

Terra shall not be liable for any failure or delay due to events beyond its reasonable control, including but not limited to:

  • Natural disasters
  • Wars or civil unrest
  • Transport interruptions
  • Import/export restrictions
  • Labor strikes or third-party delays

Delivery and execution timelines will be extended accordingly.

9. Limitation of Liability

  • Terra shall not be liable for indirect, incidental, or consequential damages, including loss of profit or business interruption.
  • In all cases, Terra’s liability is capped at the total value of the contract.

10. Confidentiality and Intellectual Property

  • All documents, designs, data, or materials provided remain property of Terra and are subject to intellectual property protection.
  • The Client agrees not to disclose, reproduce or distribute such information without written consent.
  • Confidentiality obligations survive the termination of the agreement.

11. Compliance and Ethics

  • The Client must not use Terra’s goods or services for unlawful, unethical, or unauthorized purposes.
  • Terra complies with all applicable UAE laws and international regulations, including anti-money laundering (AML) and sanctions compliance.

12. Termination

Terra reserves the right to terminate the agreement with immediate effect if the Client:

  • Fails to pay amounts due
  • Breaches contract terms
  • Is subject to insolvency, bankruptcy, or dissolution
    Upon termination, all amounts become immediately due, and any delivered goods not paid for may be reclaimed.

13. Applicable Law and Jurisdiction

  • These T&Cs and any related agreement are governed by the laws of the United Arab Emirates.
  • Any dispute shall be exclusively submitted to the courts of Abu Dhabi, UAE, unless otherwise agreed in writing.

14. Contact

Terra Limited

Masdar City Free Zone, Abu Dhabi, UAE

License No.: MC 13157

TRN: 104549171700003

📧 Email: info@terrae.ae

📞 Phone: +971 4 5641401