General Terms and Conditions
Please note that the T&Cs are split for the different services we are offering
General Terms and Conditions of Sale
MKGlobalRail FZ-LLC
1. Validity of Terms and Conditions, Written Form
1.1 MKGlobalRail FZ-LLC (hereinafter referred to as “MKGlobalRail”) delivers all goods and provides all services exclusively based on these General Terms and Conditions.
1.2 These General Terms and Conditions apply to all future contracts between MKGlobalRail and the customer, even if they are not explicitly agreed upon again. They supersede all previously agreed terms and conditions between the parties.
1.3 Any terms and conditions from the customer that conflict with or deviate from these General Terms and Conditions are excluded from the contract. MKGlobalRail explicitly rejects their applicability, even if MKGlobalRail processes an order without reservation, while being aware of such conflicting terms. This exclusion also applies if MKGlobalRail references or responds to correspondence containing conflicting terms.
1.4 Separate agreements, additions, modifications, or supplementary arrangements are only valid if confirmed by MKGlobalRail in writing.
2. Offer and Conclusion of Contract
2.1 Offers and prices provided by MKGlobalRail are non-binding and subject to change. Prices and specifications become binding upon conclusion of a contract.
2.2 MKGlobalRail reserves the right to accept a customer’s order within two weeks after receipt by issuing a written order confirmation or by delivering the goods or services. Acknowledgment of order receipt does not constitute acceptance.
2.3 If product testing is required, the type, scope, and costs must be agreed in writing. Absent such agreement at the time of order confirmation, all testing costs are borne by the customer.
2.4 MKGlobalRail reserves the right to employ subcontractors to fulfill obligations.
3. Delivery Time, Performance, Force Majeure
3.1 Delivery timelines provided by MKGlobalRail are indicative and non-binding, unless explicitly agreed otherwise in writing as “fixed.”
3.2 If no binding delivery schedules are agreed upon, MKGlobalRail may request the customer to finalize delivery terms within 21 days after notice.
3.3 Partial deliveries may be made unless they are of no interest to the customer.
3.4 For fixed delivery deadlines, delivery is deemed completed when goods are handed over to the carrier. For non-fixed deadlines, delivery timelines are considered met if the goods are ready for dispatch by the stated date.
3.5 Delays caused by operational disruptions, labor disputes, or other unforeseeable circumstances at MKGlobalRail or its subcontractors will extend the delivery timeline for the duration of the disruption, up to 14 days.
3.6 If performance is permanently impeded by circumstances beyond MKGlobalRail’s control, MKGlobalRail may rescind the contract. Customers will be informed promptly, and any payments will be reimbursed.
3.7 If MKGlobalRail fails to deliver and the customer sets a grace period, the customer may rescind the contract after this period expires. Statutory claims are limited as outlined in Section 8.
4. Dispatch and Transfer of Risk
4.1 Risk transfers to the customer once the goods are handed over to the carrier, even if MKGlobalRail bears the transport costs.
4.2 If dispatch is delayed for reasons outside MKGlobalRail’s control, the risk transfers to the customer upon notification of readiness to deliver.
4.3 A customer’s delay in accepting goods has the same effect as transfer of risk.
5. Prices and Payment
5.1 Agreed prices, or those listed in MKGlobalRail’s current price list, apply. Prices exclude VAT, packaging, and delivery costs, and are understood as EXW.
5.2 Payments are due net, without deductions, upon receipt of the invoice.
5.3 The customer enters default upon exceeding the payment period, without the need for a reminder.
5.4 MKGlobalRail may require advance payments.
5.5 Payments by the customer may be applied at MKGlobalRail’s discretion against costs, interest, or debts, with notification to the customer.
5.6 Set-offs are only permitted for undisputed claims or those legally recognized by MKGlobalRail.
5.7 Retention rights are limited to claims arising from the same contractual relationship and must be undisputed or legally confirmed.
5.8 MKGlobalRail may require advance payment or collateral if the customer defaults on significant payments or if doubts arise about the customer’s creditworthiness.
6. Retention of Title
6.1 Ownership of goods remains with MKGlobalRail until all claims from the current business relationship are settled.
6.2 The customer may process or resell goods in the ordinary course of business, provided MKGlobalRail is informed and the customer is not in payment default. Claims arising from resale are assigned to MKGlobalRail as security.
6.3 If third parties seize goods under retention of title, the customer must notify MKGlobalRail immediately and inform the third party of MKGlobalRail’s ownership rights.
6.4 Repossession of goods does not automatically constitute contract rescission.
7. Warranty
7.1 MKGlobalRail warrants compliance with agreed specifications. The warranty period is one year from delivery for new machinery or parts.
7.2 In cases of defects, MKGlobalRail may choose to repair or replace the goods. Further statutory rights apply only under the conditions outlined in Section 8.
7.3 Acceptance of work or goods takes place at MKGlobalRail’s facilities, and partial acceptance is permitted where practical.
8. Liability
8.1 MKGlobalRail is liable for intent or gross negligence. For slight negligence, liability is limited to essential contractual obligations and predictable damages.
8.2 MKGlobalRail is not liable for indirect damages, such as lost profits.
8.3 Claims for damages expire one year after delivery, except for cases involving intent or gross negligence.
8.4 Liability is limited to the coverage provided by MKGlobalRail’s liability insurance.
9. Indemnification
The customer indemnifies MKGlobalRail against third-party claims arising from specifications or drawings provided by the customer.
10. Confidentiality
The customer agrees to keep all business secrets of MKGlobalRail confidential during and after the business relationship.
11. Applicable Law, Jurisdiction, Severability
11.1 The applicable law is that of the United Arab Emirates (UAE) – Ras Al Khaimah, excluding the CISG.
11.2 The exclusive jurisdiction for disputes is Ras Al Khaimah, UAE.
11.3 If any provision of these Terms is invalid, the remaining provisions remain unaffected.
These General Terms and Conditions ("Terms") govern the services provided by MKGlobalRail FZ-LLC("MKGlobalRail"), a company specializing in recruitment, consulting, and spare parts supply for the global railway industry. By engaging MKGlobalRail’s services, all clients, candidates, and partners (collectively referred to as "the Client") agree to be bound by these Terms.
1. Scope of Services
1.1 MKGlobalRail provides recruitment, consultancy, and related services, including but not limited to validating track construction and maintenance machines, recruitment of railway specialists, and advisory on railway projects. All services are rendered according to these Terms.
1.2 MKGlobalRail does not guarantee the success of any recruitment or consultancy outcome, as hiring decisions and project implementation remain the Client’s responsibility.
1.3 MKGlobalRail reserves the right to amend, suspend, or terminate services without prior notice in cases of breach of these Terms or other legal violations by the Client.
2. Offers, Contracts, and Acceptance
2.1 All proposals, quotations, and price indications from MKGlobalRail are non-binding unless explicitly agreed in writing. Contracts are only deemed concluded upon written acceptance of the proposal or upon the commencement of service provision.
2.2 Any changes to the scope, duration, or nature of services after contract conclusion must be agreed upon in writing.
3. Client Obligations
3.1 The Client shall provide all necessary information, documentation, and support required for MKGlobalRail to perform its services effectively. MKGlobalRail is not liable for any delays or failures caused by incomplete, inaccurate, or late submission of required materials by the Client.
3.2 The Client is solely responsible for ensuring compliance with labor laws, visa requirements, tax obligations, and any other legal requirements applicable to their jurisdiction when hiring or engaging individuals recommended by MKGlobalRail.
3.3 The Client shall not attempt to circumvent MKGlobalRail by directly engaging candidates introduced by MKGlobalRail without compensation as per the agreed terms.
4. Fees, Payment Terms, and Refunds
4.1 Fees for MKGlobalRail’s services shall be as agreed in the proposal or service agreement. Unless otherwise specified, fees are exclusive of applicable taxes, including VAT.
4.2 Invoices are payable in full within [30 days] of issuance unless otherwise agreed in writing. Late payments will incur interest at [1.5%] per month or the maximum amount permitted by law, whichever is lower.
4.3 Recruitment fees are payable upon successful placement of a candidate. A placement is deemed successful when the candidate commences employment or engagement with the Client.
4.4 Refunds or replacements for placements will only be provided in cases where the candidate leaves the role due to incompetence or resignation within [90 days] of employment commencement. Refunds or replacements are contingent on the Client fulfilling all payment obligations and not having altered the agreed job description.
5. Confidentiality and Data Protection
5.1 MKGlobalRail will handle all Client information, including candidate details, with strict confidentiality. Information will only be disclosed to third parties with prior written consent from the Client or as required by law.
5.2 The Client agrees to comply with applicable data protection laws, including the General Data Protection Regulation (GDPR) where applicable, regarding any personal information provided to MKGlobalRail.
5.3 The Client shall not disclose any proprietary information, trade secrets, or confidential data shared by MKGlobalRail during or after the engagement without prior written consent.
6. Liability and Indemnification
6.1 MKGlobalRail is not liable for any indirect, incidental, special, or consequential damages arising from the use of its services, including but not limited to lost profits, reputational harm, or delays.
6.2 MKGlobalRail’s liability is limited to the amount of fees paid by the Client for the specific service giving rise to the claim.
6.3 The Client agrees to indemnify and hold MKGlobalRail harmless against any claims, damages, or losses arising from the Client’s use of MKGlobalRail’s services or failure to comply with applicable laws or regulations.
7. Termination
7.1 Either party may terminate the agreement with [30 days’] written notice. In such cases, the Client shall compensate MKGlobalRail for services rendered up to the termination date.
7.2 MKGlobalRail may terminate the agreement immediately in cases of breach of these Terms, insolvency, or other material violations by the Client.
7.3 Termination does not relieve the Client of its payment obligations for services already rendered.
8. Force Majeure
8.1 MKGlobalRail is not liable for delays or failures in service delivery caused by events beyond its reasonable control, including but not limited to natural disasters, government actions, labor strikes, pandemics, or technological failures.
8.2 In cases of force majeure, MKGlobalRail’s obligations are suspended for the duration of the event. If the event persists for more than [60 days], either party may terminate the agreement without further liability.
9. Intellectual Property
9.1 MKGlobalRail retains all intellectual property rights in materials, tools, and methodologies used or developed during service delivery. The Client may not copy, reproduce, or distribute such materials without prior written consent.
9.2 Any intellectual property developed specifically for the Client under the agreement shall remain the property of MKGlobalRail until all payment obligations are fulfilled.
10. Jurisdiction and Governing Law
10.1 These Terms are governed by the laws of the United Arab Emirates, excluding conflict-of-law principles.
10.2 Any disputes arising from or related to these Terms shall be subject to the exclusive jurisdiction of the courts in Ras Al Khaimah, UAE.
10.3 If any provision of these Terms is deemed unenforceable, the remaining provisions shall remain in full force and effect.
11. General Provisions
11.1 These Terms, along with any service agreement, constitute the entire agreement between the parties and supersede all prior discussions, negotiations, and agreements.
11.2 No waiver of any breach or default shall constitute a waiver of any other or subsequent breach or default.
11.3 The Client may not assign or transfer its rights under these Terms without MKGlobalRail’s prior written consent.