Standard Terms and Conditions of Quotation, Sale and Provision of Services

In these Terms:

"Affiliate"

means any entity that directly or indirectly controls, is controlled by or is under common control with a party.

"Applicable Law"

means all laws, statutes, regulations, decrees, codes, rules, ordinances, orders, directions, judgments, injunctions, decisions and requirements of any governmental, regulatory, judicial or supervisory authority that are in force from time to time and applicable to a Party, the Goods, the Services or the performance of this Contract, including (without limitation) the laws of the United Arab Emirates, the Emirate of Dubai, applicable free zone regulations (if any), export control and sanctions laws, customs and trade regulations, and applicable tax and data protection laws.

"Business Day"

means a day other than Saturday, Sunday or a public holiday in the Emirate of Dubai, UAE.

"Confidential Information"

has the meaning set out in Clause 15.1.

"Contract"

means this Standard Terms and Conditions of Quotation, Sale and Services comprising the Order Acknowledgement, Order Confirmation, these Terms, the Quotation, and any Statement of Work ("SOW") or schedule agreed in writing.

"Customer"

means the business customers of Supplier.

"Customer Materials"

means any equipment, software, data, content, documentation, specifications or instructions provided by Customer to enable the provision of the Products.

"Deliverables"

means outputs (including reports, configurations, installations or documentation) to be delivered as part of Services, as specified in an SOW.

"Delivery"

means the Supplier's completion of its obligation to make the Goods available to the Customer at the agreed delivery point in accordance with the applicable Incoterms® rule (if any) or, where no Incoterms® rule applies, at Supplier Premises, regardless of whether the Customer has taken physical possession of the Goods.

"Force Majeure Event"

means an event or circumstance beyond its reasonable control which could not reasonably have been foreseen, avoided or overcome including, without limitation, acts of God; fire, flood, storm, earthquake or other natural disaster; epidemic or pandemic; war (declared or undeclared), armed conflict, terrorism or civil unrest; strikes, labour disturbances or industrial action not limited to the affected Party, governmental orders, laws, regulations, sanctions, embargoes or export restrictions, interruption or failure of utilities, transport networks or supply chains; shortages of raw materials or components.

"Goods"

means the goods (including any parts) to be supplied by Supplier, as set out in (i) the Quotation, the (ii) Order Acknowledgement and (iii) Order Confirmation. Goods include those held at Supplier Premises pending collection, onward shipment or delivery to Customer following Delivery.

"Order"

means Customer's purchase order or written order request.

"Order Acknowledgement"

means Supplier's written acknowledgement of receipt of an Order and of placement of a Supplier Order.

"Order Confirmation"

means the Supplier's written acceptance of the Order communicating the Customer (i) Supplier vendor's confirmation of availability of Goods and (ii) if applicable, the updated Price, in which event, the Customer must confirm the price by email before the Order will be processed. An Order Confirmation may specify the Delivery point, Delivery method and any conditions under which Delivery is deemed to have occurred.

"Price"

means the price for Goods and/or Services that may be stated as per this Contract in (i) the Quotation (ii) the Order Acknowledgement and (iii) the Order Confirmation.

"Products"

means Goods and Services collectively.

"Quotation"

means a written quotation issued by Supplier to Customer (including by email or electronic system) describing the proposed Goods and/or Services, applicable Prices, quantities, delivery terms, scope assumptions and validity period, which is an invitation to treat only and does not constitute a binding offer unless and until accepted by Supplier by issuance of an Order Confirmation.

"RMA"

means a returns material authorisation number issued by Supplier.

"Services"

means services provided by Supplier related to the Goods (such as installation, commissioning, configuration, integration) as specified the Order Confirmation or as subsequently agreed by the Customer and Supplier in a SOW. For the avoidance of doubt, Supplier does not act as a system integrator, prime contractor or architect of an end-to-end solution unless expressly agreed in a signed SOW.

"Site"

means Customer's premises or third-party premises where Services are performed.

"Statement of Work or SOW"

means a written document expressly agreed and signed by Supplier describing the scope of Services, Deliverables (if any), assumptions, exclusions, timelines, milestones, dependencies, fees, payment terms and any service-specific conditions.

"Supplier"

means Amplicon Computer LLC.

"Supplier Order"

means a written request from the Supplier to its vendor for the Goods in the Order.

"Supplier Premises"

means the Supplier's warehouses, logistics facilities and commercial premises in the United Arab Emirates, including any third-party warehouse or logistics facility used by Supplier for storage or delivery of the Goods.

"Taxes"

means all taxes, duties, levies, imposts, customs fees, withholding taxes, VAT and similar governmental charges.

"Terms"

means these Standard Terms and Conditions.

Headings do not affect interpretation and references to statutes include amendments and re-enactments.

The provision of any Goods and Services is subject to these Terms. Any additional or different terms in Customer's Order are excluded and will not be binding unless expressly agreed in writing by an authorised representative of Supplier.

These Terms, together with the applicable Quotation, Order Acknowledgement and Order Confirmation, represent the entire agreement and supersede prior oral and written agreements, proposals, communications and documents. Customer acknowledges that it has not relied on any statement or representation not expressly set out in this Contract, and that Supplier does not provide legal, regulatory or compliance advice.

An Order will be accepted by the Supplier upon issuance of an Order Confirmation notified to the Customer. If the Customer does not contest the notified Order Confirmation within 24 hours, the conditions stated in the Order Confirmation will be deemed accepted.

The Price stated in an Order Confirmation constitutes the final agreed price for the relevant Order, provided that if the Price has been increased from the Quotation, the Customer has confirmed its acceptance within one full Business Day of receipt, failing which the Order and Order Confirmation will be null and void.

In the event of conflict, the following order of precedence applies (highest first): (a) Order Confirmation (b) Order Acknowledgement; (b) the SOW; (c) these Terms; (d) Quotation; (e) Customer's Order.

Supplier may refuse any Order at its discretion, including where: (a) Goods are unavailable; (b) credit approval is not obtained; (c) compliance concerns arise; or (d) the requested scope materially differs from the Quotation. Nothing in this Contract creates any exclusivity, minimum purchase obligation or territorial protection in favour of Customer.

Orders, Order Acceptance, Order Confirmations and all notices under this Contract may be executed electronically (including email and e-signature) and will be valid and binding.

Any Quotation is valid for 7 calendar days from its date unless explicitly withdrawn before then. If a price validity period, price lock and/or conditional pricing is stated in a Quotation (including short validity periods applicable to specific components or configurations) shall automatically lapse upon expiry of the stated validity period unless reconfirmed by Supplier in writing.

Quotations are based on information provided by Customer and pricing from Supplier's vendors. If Customer information is incomplete or inaccurate or if the prices of Supplier's vendors change, Supplier may revise the Quotation.

Unless expressly stated, quotations may contain unintentional errors and the quotations do not constitute a binding offer until confirmed in an Order Acknowledgement.

Supplier may require a minimum order value at its discretion.

Prices are in AED unless stated otherwise and exclude Taxes.

All bank charges, transaction fees and correspondent banking costs incurred in connection with payments under this Contract shall be borne by Customer.

Any VAT adjustment, credit note or corrected tax invoice shall be issued in accordance with applicable UAE VAT laws. Where VAT is chargeable, Supplier shall issue a valid UAE tax invoice and Customer shall pay the VAT amount in full at the same time as payment of the corresponding Price, regardless of any dispute (without prejudice to Customer's right to seek a refund or credit where VAT was incorrectly charged).

If any payment becomes subject to withholding tax, (i) Customer will gross-up payments so Supplier receives the same amount it would have received absent withholding and (ii) Supplier will provide certificates/documents needed to support exemptions/relief.

Supplier may, by written notice in the Order Confirmation, increase Prices and modify other terms to reflect increases in Supplier's costs due to: (a) factors beyond Supplier's control (including changes to manufacturer pricing, and items and their component's availability, logistics and Delivery costs, foreign exchange, duties, labour/material costs); (b) Customer-requested changes, or delays caused by Customer; and (c) increases in logistics, freight, customs duties, raw materials, exchange rates or Supplier's vendor pricing occurring after the date of Quotation.

Supplier may pass through to Customer at cost any increased costs arising from changes in law, regulation, sanctions or compliance requirements affecting the Goods.

Services are provided on a time and materials basis at Supplier's then-current rates, plus expenses, unless otherwise agreed.

Customer will pay the Price per the Order Confirmation. Payment is deemed made when cleared funds are credited to Supplier's bank account.

Supplier may require advance payment, milestone payments, or a letter of credit for certain Orders.

Late payments shall accrue interest at a rate of 5% per annum as compensation for delayed payment and administrative costs, calculated daily from the due date until actual payment in full, whether before or after judgment.

Except as otherwise explicitly agreed in advance, Supplier may withhold release or further delivery of Goods until all outstanding amounts are paid in full. Supplier may also suspend performance of Services and/or access to any licences, Deliverables or support provided under the Contract until all outstanding amounts are paid in full.

Risk of loss or damage to the Goods passes to Customer at Delivery in accordance with the applicable Incoterms® rule (if any) and/or Clause 8. Ownership of the Goods passes only in accordance with Clause 8.2.

All payments will be made without deduction, set-off or counterclaim (including for Taxes), except if otherwise required by a final court order.

Supplier will pack Goods in accordance with standard commercial practice. Special handling/shipping requirements must be notified in writing and may result in additional charges.

Deliveries in the UAE will be EXW Dubai, Incoterms® 2020, unless otherwise agreed.

If Delivery in the UAE is agreed by the parties to another location, no shipping/handling charges will apply if Delivery is to a location which is not a UAE freezone and is not outside of the main metropolitan areas, otherwise the Supplier may select a reputable carrier and ship without assuming carrier liability and at Customer's expense.

Unless otherwise agreed, Delivery outside the UAE, will be DAP Incoterms® 2020. Price does not include shipping/handling charges unless expressly stated. Customer will bear the cost and risk of transporting Goods to final destination, including customs clearance and documentation, unless otherwise expressly agreed in writing.

Delivery dates are estimates, and Supplier will bear no liability in case of delay. Partial deliveries are permitted.

Customer will inspect Goods promptly on Delivery and notify Supplier of shortages/damage/defects apparent on reasonable inspection within five (5) Business Days, failing which Goods are deemed accepted. Use of the Goods or making them available for operational or productive use will constitute irrevocable acceptance. Minor, cosmetic or non-material defects shall not prevent or delay acceptance.

Delivery is deemed accepted upon the earlier of: (a) Customer's written acceptance; (b) productive use; (c) five (5) Business Days after Delivery without written rejection specifying material non-conformities. Supplier will use reasonable efforts to remedy verified material non-conformities.

If physical delivery of the Goods is delayed and the Goods remain under Supplier's control because:

1. Customer was not present at the agreed time and place for Delivery (including in the case of EXW Dubai, Incoterms® 2020, a failure to collect the Goods at Supplier's warehouse by the specified collection date), or refused at that time and place to accept Delivery, then Delivery shall be deemed to occur at that time and place; or
2. Supplier is unable to Deliver because Customer has not provided required instructions, documents, licences or authorisations, then Delivery shall be deemed to occur as of the estimated date of Delivery stated on the Order Confirmation;

and in either case, Supplier may:

1. arrange at the Customer's expense for the storage of the Goods (and at Supplier's discretion their insurance); or
2. store the Goods in its warehouse and apply reasonable storage and insurance charges, in addition to any applicable charges for late payment.

For all cases in Clause 7.4, if the Customer fails to collect Goods within 28 calendar days from Delivery, Supplier may:

1. terminate the Contract;
2. elect either to: (i) invoice Customer a 30% restocking fee; or (ii) pursue its legal remedies against Customer;
3. upon written notice to Customer, resell, dispose of or otherwise deal with the Goods in any commercially reasonable manner. Supplier may apply any proceeds (net of storage, insurance, handling, resale and administrative costs) towards amounts owed by Customer, without prejudice to Supplier's right to recover any remaining balance.

During any period of storage under Clause 7.4, Supplier's sole duty toward Customer is to exercise reasonable care; Supplier shall not be liable for loss or damage unless caused by Supplier's proven gross negligence or wilful misconduct. Supplier shall not be treated as an insurer of the Goods.

All storage, handling and (if applicable) insurance charges incurred by Supplier under this Clause 7 constitute a debt immediately due and payable by Customer upon demand.

Services (if contracted for) will be performed in accordance with the details set out in the applicable Order Confirmation and Customer shall ensure that the Site is ready for the performance of the Services.

If Supplier is unable to perform the Services, or is delayed in performing the Services, because Customer has not provided appropriate instructions, documents, licences, approvals, access or authorisations, then Supplier shall be entitled to suspend performance of the Services until such time as the issue is remedied and to recover from Customer any additional costs, expenses or fees incurred as a result, including remobilisation, waiting time and rescheduling costs. Any revised dates for performance of the Services shall be agreed in writing.

Risk of loss of or damage to the Goods passes to Customer at Delivery in accordance with the applicable Incoterms® rule or the Delivery provisions of this Contract.

Ownership (title) to the Goods passes to Customer at Delivery, notwithstanding that the Price or any part thereof has not yet been paid. For the avoidance of doubt, the passing of ownership at Delivery is without prejudice to Customer's obligation to pay any amounts (if any) that remain due following Delivery.

Following Delivery, any Goods remaining at Supplier Premises are held at Customer's risk and cost in accordance with Clause 7.4 to Clause 7.7.

If Customer cancels an Order following acceptance under Clause 2.3, Supplier may retain any amounts already paid and in addition is entitled to invoice Customer a 30% restocking fee, in addition to non-recoverable costs incurred (including Supplier cancellation charges, shipping, handling, configuration and duties).

Returns (other than warranty returns) are at Supplier's discretion and subject to: (a) issuance of an RMA; (b) return within the time window stated on the RMA; (c) Goods being unused and in original packaging; and (d) Customer paying all carriage/insurance. Supplier may refuse Goods returned without an RMA and return them to Customer at Customer's cost.

In the case of warranty returns, Customer will pay carriage and insurance to Supplier's premises. If warranty applies, all further costs and charges will be covered as per the manufacturer's warranty conditions.

Where Supplier provides Services, Customer will provide full, free and uninterrupted access (i) to adequate facilities (workspace, ventilation, light, power and communication lines) at the Site and (ii) to competent personnel, and will provide all information, Customer Materials and cooperation reasonably required for Supplier to perform Services.

Customer is responsible for the security, integrity and reliability of all programs and information at the Site at all times, and for ensuring licences for all software/environment used by Customer for the provision of Services.

Customer is responsible (at its own cost) for: (a) Site readiness, including safe working conditions, access, space, power, environmental conditions, and network connectivity; (b) obtaining permits, licences, approvals and authorisations required for installation or use of Goods and performance of Services; (c) compliance with Site rules, Health Safety and Environmental requirements and any security requirements; and (d) backup of data and systems prior to any Services.

If Supplier personnel are delayed or cannot perform due to Customer's acts or omissions or due to Site conditions, Supplier may charge additional fees at its then-current rates and adjust delivery/installation schedules accordingly.

Customer warrants that its specifications and instructions will not cause Supplier to infringe any third-party rights or Applicable Law.

If Services involve access to Customer systems or data, Customer authorises Supplier (and its subcontractors) to access such systems/data solely to perform Services.

Any change to scope, Site conditions, schedule, quantities or specifications must be agreed in writing. Supplier may suspend work pending agreement and may charge for reasonably necessary rework, waiting time, and additional mobilisation.

Goods are sourced from third-party manufacturers and Supplier does not provide any warranty of its own in respect of the Goods. Supplier's sole warranty obligation is limited to passing through to Customer the benefit of any applicable manufacturer's warranty to the extent Supplier is permitted to do so. For clarity, Supplier shall not be responsible for the performance, availability, continuity or interoperability of third-party networks, telecommunications operators, cloud platforms, utilities or external systems, even if such third parties are referenced in a Quotation or involved in the overall solution.

All manufacturer warranties are subject to the manufacturer's terms and conditions and may vary by product. Customer acknowledges that Supplier is not authorised to make any representations, warranties or commitments on the manufacturer's behalf. For clarity, unless expressly agreed in a signed SOW, Supplier does not guarantee any specific performance metrics, service levels, network speed, uptime, latency, availability or coverage, all of which may be affected by factors outside Supplier's control.

Supplier shall not be liable for any change, suspension or withdrawal by a manufacturer of any product, software, warranty, certification or support program.

Customer agrees to be bound by all applicable third-party licence and usage terms, and Supplier will have no liability beyond the rights expressly passed through by the relevant manufacturer or licensor.

To the maximum extent permitted by Applicable Law, Customer's exclusive remedies in respect of defective Goods shall be solely against the manufacturer under its warranty, as facilitated by Supplier.

Customer waives all claims against Supplier or manufacturer arising from:

1. improper transport, handling, storage, installation, operation or maintenance; alteration/modification/repair that occur without Supplier consent;
2. wear and tear, negligence; abnormal working conditions.

Supplier may facilitate returns to or claims against the manufacturer, provided the Customer:

1. gives written notice of any defect within five (5) Business Days of discovery (or of receipt for apparent defects);
2. provides Supplier a reasonable opportunity to examine the Goods; and
3. if requested by Supplier, returns the Goods to Supplier EXW Dubai, Incoterms® 2020 suitably packed and carriage/insurance prepaid by Customer.

Except as expressly provided in this Clause 11, Supplier makes no representation or warranty, express or implied, including any implied warranties of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted under Applicable Law.

Where the manufacturer's warranty or licence terms are more restrictive than the terms of this Contract, the manufacturer's terms shall prevail in respect of the relevant Goods or software.

Any statements regarding standards, certifications, compatibility or regulatory compliance are limited to those expressly stated in the Quotation or manufacturer documentation for the specific Goods; no other certification/compliance is implied.

At Customer's request Supplier may provide attested country of origin certifications at an extra charge.

While Supplier takes reasonable care, no responsibility is accepted for unforeseen software, firmware or hardware compatibility problems. Customer remains solely responsible for ensuring compatibility, suitability and correct use of the Goods and Services within its environment, including any integration with third-party systems.

Customer will comply with all Applicable Laws relating to the purchase, import, export, re-export, resale and use of Goods and Services, including UAE export regulations, sanctions, and end-use/end-user restrictions.

Customer will cooperate with Supplier and any manufacturer in any recall, safety notice or corrective action and will bear all costs arising from Customer's failure to comply.

Customer represents that neither it nor its owners/controllers are subject to sanctions, and Customer will not supply Goods to sanctioned persons/territories or for prohibited end-uses under Applicable Law.

Customer will not offer, promise or give any bribe or improper advantage in connection with the Contract and will maintain adequate procedures to prevent bribery and corruption.

Customer will promptly provide information reasonably requested by Supplier to support manufacturer and regulatory compliance requirements (including end-user/end-use statements).

Customer acknowledges that the Goods may be subject to export control, sanctions, end-use and end-user restrictions imposed by manufacturers, licensors and governmental authorities. Customer shall not export, re-export, transfer, resell or use the Goods in violation of such restrictions and shall be solely responsible for obtaining any required licences, permits or approvals.

Customer shall indemnify and hold harmless Supplier from and against any losses, liabilities, fines, penalties, damages or claims arising out of Customer's breach of this Clause 12 or any violation of applicable export control, sanctions or end-use restrictions imposed by the manufacturer or any competent authority.

Unless Supplier agrees otherwise in writing, Customer will not:

1. resell Goods via online marketplaces;
2. remove/alter Supplier or manufacturer branding, serial numbers or identifying marks; or
3. represent itself as an authorised distributor/partner other than as expressly agreed.

Customer will ensure onward customers comply with use restrictions, warranty limitations and safety instructions.

Supplier may require transparency as to onward pricing where Customer is a reseller, to protect brand positioning, subject to applicable competition laws.

Customer will not make misleading claims about Supplier, manufacturers, certifications or product performance.

Customer shall not resell, export or otherwise supply the Goods outside the agreed territory or to any end-users or for any end-uses prohibited by the manufacturer or Applicable Law. Customer will indemnify and defend Supplier for any losses arising from Customer's breach of this obligation.

Each party will implement appropriate technical and organisational measures to protect Confidential Information and personal data.

The Parties do not anticipate the need to process any personal data. If such processing occurs, then (i) Customer will ensure it has all necessary rights and consents to provide any personal data to Supplier and (ii) the Parties will execute a data processing addendum (DPA) consistent with applicable UAE data protection laws.

Each party will notify the other without undue delay upon becoming aware of a security incident that materially affects the other party's data and/or systems in connection with the Services.

Unless expressly agreed in writing, Supplier does not assume responsibility for Customer's overall cybersecurity posture, backups, disaster recovery or business continuity.

In this Contract "Confidential Information" means any non-public information disclosed by or on behalf of a Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether disclosed before or after the date of acceptance of these Terms and Conditions, in any form (including written, oral, visual or electronic), which relates to the Disclosing Party's business, operations, customers, pricing, technical specifications, designs, samples, prototypes, drawings, manufacturing processes, supply arrangements, logistics, commercial terms, or the existence and terms of the Contract, and which is:

1. marked or designated as confidential; or
2. disclosed in circumstances indicating that it is confidential; or
3. of a nature that a reasonable person would understand to be confidential having regard to the nature of the information and the context of its disclosure.

Confidential Information does not include information which the Receiving Party can demonstrate:

1. is or becomes publicly available other than through a breach of the Contract;
2. was lawfully in the Receiving Party's possession without restriction prior to disclosure;
3. is lawfully received from a third party without restriction on disclosure; or
4. is independently developed by the Receiving Party without use of or reference to the Confidential Information.

A Receiving Party may disclose Confidential Information to the extent required by Applicable Law, regulation, court order, or any governmental or regulatory authority, provided that, to the extent legally permissible, the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in seeking confidential or protective treatment.

Upon request, the Receiving Party will, within five (5) Business Days, return or destroy confidential information.

Confidentiality obligations survive for five (5) years after expiration or termination of this Contract.

Customer warrants that Customer Materials and instructions will not infringe third-party rights, and Customer will indemnify Supplier for claims arising from Customer Materials, misuse, unauthorised modifications, or combination with non-Supplier items.

Customer acknowledges that Supplier is a reseller only and does not grant any software or firmware licences. All licence rights are granted by the relevant manufacturer or licensor and are subject to their terms. Any breach of such licence terms by Customer may result in suspension or termination of rights by the manufacturer, for which Supplier shall have no responsibility.

Certain Goods may include or operate using embedded software, firmware or other licensed components provided by third-party licensors or manufacturers. Such software or firmware is licensed, not sold, to Customer, and is subject to the applicable third-party licence terms.

Any licence in respect of embedded software or firmware is granted directly by the relevant manufacturer or licensor to Customer under the applicable third-party licence terms, and not by Supplier.

Supplier does not grant, modify or warrant any licence rights in respect of third-party software or firmware and has no authority to bind any licensor or manufacturer. Customer's rights in such software or firmware arise solely under the applicable third-party licence terms.

Customer is solely responsible for complying with all applicable third-party licence terms. Supplier shall have no liability for any claim, loss or damage arising from Customer's breach of such licence terms or use of the Goods in a manner not permitted by the applicable licence.

To the maximum extent permitted by Applicable Law, Supplier shall not be liable for any indirect losses or damages (including without limitation loss of profit, revenue, business, contracts, anticipated savings, data, goodwill or business opportunity) even if Supplier is aware of the possibility of such losses.

Supplier's total aggregate liability arising out of or in connection with this Contract shall not exceed the Price actually paid by the Customer for the specific Goods and/or Services giving rise to the claim.

Nothing in this Contract excludes or limits liability for gross negligence, wilful misconduct, fraud, death or personal injury caused by negligence.

Customer will indemnify and hold harmless Supplier from all claims, losses, damages, fines and expenses arising from misuse of the Goods or Services, integration with third-party systems, use outside documented specifications, or breach of Applicable Law, export controls or sanctions.

Neither Party shall be liable for any failure or delay in the performance of its obligations under this Contract (other than payment obligations) to the extent such failure or delay is caused by a Force Majeure Event.

If a Party is affected by a Force Majeure Event, it shall promptly notify the other Party and use reasonable efforts to mitigate the effects of the Force Majeure Event. The affected Party's obligations shall be suspended for the duration of the Force Majeure Event to the extent they are impacted.

If the Force Majeure Event continues for a period exceeding thirty (30) calendar days, either Party may terminate the Contract by written notice, without liability, except for rights and obligations accrued prior to the Force Majeure Event.

Where, as a result of exceptional, unforeseeable and extraordinary circumstances beyond a Party's control, the performance of the Contract becomes excessively onerous for a Party, such that it threatens that Party with abnormal loss (without making performance impossible), the Parties shall, acting in good faith, enter into discussions to agree appropriate and equitable adjustments to the Contract in order to restore the balance of the Parties' obligations.

If the Parties fail to reach agreement within a reasonable period, either Party may refer the matter to the competent court or tribunal, which may reduce the onerous obligation or otherwise adjust the Contract in accordance with Applicable Law.

For the avoidance of doubt, Force Majeure Events and exceptional circumstances as described in Clause 18.4 shall not excuse or suspend any obligation to pay amounts that have already fallen due prior to the occurrence of the relevant event.

Unless expressly agreed otherwise in writing, Supplier does not provide insurance for the Goods during shipment, Delivery or storage, and Customer is responsible for arranging and maintaining such insurance for the Goods for their full replacement value from Delivery onwards, including during any period in which the Goods remain at Supplier Premises.

Where Goods are stored by Supplier pursuant to Clause 7, Supplier may, at its discretion, arrange insurance for the Goods and charge the insurance premium and any related costs to Customer as a debt immediately due and payable.

Supplier may terminate this Contract immediately by notice to Customer if Customer:

1. fails to pay when due;
2. commits a material breach and fails to remedy within ten (10) Business Days of notice (if capable of remedy);
3. becomes insolvent, enters liquidation/administration, has a receiver appointed, or ceases/threatens to cease business;
4. where Supplier reasonably believes that continuation would expose Supplier to legal, regulatory, sanctions, safety, cybersecurity or reputational risk.

Upon termination: (a) all sums become immediately due and payable; (b) Customer will return any Supplier confidential information.

Termination or expiry of this Contract shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry.

Without limitation, Clauses relating to payment (including interest, bank charges, Taxes, storage and insurance costs and costs of recovery), Delivery, title and risk (to the extent applicable), confidentiality, intellectual property, indemnities, limitation of liability, compliance and export controls, governing law and jurisdiction, and notices shall survive termination or expiry.

Any notice or other communication under this Contract shall be in writing and shall be deemed properly given if delivered by hand, courier, or email to the addresses specified in the Order (or such other address notified in writing). Notices shall be deemed received when delivered, or if sent by email, at the time of transmission provided no delivery failure notice is received.

Except as required by law or to obtain necessary approvals, neither party will issue press releases or marketing referring to the other Party or the Goods and Services without prior written consent. Supplier may list Customer name/logo as a customer reference unless Customer objects in writing.

No amendment or variation of this Contract shall be effective unless made in writing and signed by authorised representatives of both Parties.

A failure or delay by a Party to exercise any right or remedy under this Contract shall not constitute a waiver of that right or remedy, nor shall any single or partial exercise preclude any further exercise of that or any other right or remedy. Any waiver must be in writing and signed by the waiving Party.

If any provision of this Contract is held to be invalid, illegal or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

Supplier provides Services as an independent contractor and nothing creates a partnership, agency or employment relationship.

Nothing in this Contract is intended to, or shall, confer any right or remedy on any person who is not a Party to this Contract.

Neither Party may assign or transfer any of its rights or obligations under this Contract without the prior written consent of the other Party, except to an affiliate or by operation of law. However, Supplier may at its sole discretion subcontract performance of its rights and obligations under this Contract.

These Terms are drafted in English. If any translation is prepared for convenience or regulatory/court purposes, the English version will prevail to the extent permitted by law.

This Contract and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of the United Arab Emirates and the Emirate of Dubai. The courts of the Emirate of Dubai in the United Arab Emirates shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Contract.