1. General & Acceptance

1.1. These Terms and Conditions (T&Cs) form an integral part of this quotation. By issuing a Purchase Order (PO) or instructing us to proceed based on this quotation, the Buyer agrees to these T&Cs. 1.2. These T&Cs supersede any standard terms provided by the Buyer unless explicitly agreed upon in writing by a legally authorized representative of the Supplier.

2. Standard Materials & Advance Forfeiture:

Once a Purchase Order is acknowledged by the Supplier, it cannot be canceled or modified by the Buyer without written consent. In the event of an unapproved cancellation, or if the Buyer defaults midway through the order execution, any advance payment received shall be strictly non-refundable. It will be retained by the Supplier to offset administrative, procurement, and logistical costs. If the Supplier's actual incurred costs exceed the advance payment value, the Buyer remains fully liable for the balance. 2.1 Bespoke/Special Order Materials: Orders for non-standard, custom-manufactured, or specially imported materials cannot be canceled under any circumstances once manufacturing or dispatch has commenced. The Buyer remains 100% liable for the full invoice value of such orders, regardless of any advance payments made. Company reserves the right to resell goods that have been uncollected by Buyer, if there is outstanding payment and/or no replies to Company’s official warning communications. For orders with Advance Payment terms, prices are valid for 2 weeks from the purchase order date. If payment is not received within 2 weeks, commercial conditions are subject to change.

3. Delivery, Delays & Penalties

3.1. Estimated Timelines: Delivery dates and lead times provided in the quotation are estimates only, based on current logistics conditions, shipping schedules, and manufacturer production timelines. While the Supplier will make every commercially reasonable effort to meet these dates, time is strictly not of the essence in this agreement. The Agreed Upon Delivery Deadline begins, at the earliest, when the order confirmation is sent, but not before all details concerning the execution of the contract are clear and all documents and authorizations to be supplied by the Buyer, as well as any agreed upon advanced payment have been received.

4. Delays

4.1 Notification of Delay: In the event of a genuine or anticipated delay in the supply chain (including but not limited to vessel delays, port congestion, customs inspections, or manufacturer backlogs), the Supplier shall formally intimate the Buyer in writing. This notification will include the reason for the delay and a revised estimated delivery date. Such delays shall not constitute a breach of contract by the Supplier.

4.2. Excusable Delays: The Supplier shall not be held liable for any delays resulting from actions or omissions of third parties (e.g., shipping lines, freight forwarders, global manufacturers, or government authorities) provided the Buyer has been intimated as per Clause 4.2.

4.3. Penalties / Liquidated Damages (LDs): Under no circumstances shall delay penalties, liquidated damages, or back-charges be applied automatically or unilaterally deducted by the Buyer. Any penalty for delay must be explicitly and mutually agreed upon in writing by both parties prior to the acceptance of the Purchase Order. If mutually agreed, such penalties shall:

• Only apply after a standard grace period of [14] days from the original estimated delivery date.

• Be limited to a maximum of [0.5%] per week of delay.

• Be calculated strictly against the invoice value of the delayed materials only (not the total PO value).

• Be capped at an absolute maximum of 10% of the value of the delayed materials.

• Force Majeure, this clause becomes void.

4.4. Demurrage & Storage: If the materials arrive and the Buyer delays taking delivery, refuses receipt, or fails to clear goods at the destination port within the allocated free time, all ensuing storage, demurrage, and handling charges shall be borne entirely by the Buyer.

5. Force Majeure & Geopolitical Disruption

5.1. The Supplier shall not be held liable for any delay, non-performance, or partial performance of its obligations if such failure is caused by events beyond its reasonable control (Force Majeure). 5.2. Covered Events: For the purposes of this quotation, Force Majeure explicitly includes, but is not limited to:

• Geopolitical unrest, acts of war (declared or undeclared), armed conflict, or terrorism in the country of origin, transit routes, or the UAE.

• Closure of local or international ports, blockades of shipping or maritime re-routing dictated by shipping lines.

• Strikes, labor disputes, or manufacturing plant shutdowns.

• Embargoes, sanctions, or government interventions affecting export/import.

• Natural disasters, pandemics, or severe weather conditions. 5.3. Impact on Contract: In the event of a Force Majeure, the Supplier reserves the right to extend the delivery period. If the event persists for more than 45 days, the Supplier reserves the right to terminate the contract without liability, returning any unutilized advance payments minus costs already irrevocably incurred by the Supplier.

6. Title & Risk

6.1. Risk: The risk of loss or damage to the materials passes to the Buyer upon delivery (based on the agreed INCOTERMS 2020, e.g., EXW, CIF, DDP). 6.2. Retention of Title: Legal title to the materials shall remain with the Supplier until full and final payment has been received and cleared in the Supplier’s bank account.

7. Prices, Payment Terms & Letters of Credit

7.1. If Third Party Inspection or Factory Visit is required, the same shall be intimated to the Buyer before placing the Purchase Order & prices shall be provided upon request. 7.2. The provided Prices considers the current customs agreement between UAE & the Import Countries. Any amendment to this arrangement by corresponding authorities shall impact the pricing throughout the order execution and delivery period. 7.3. The Sales quotation is prepared based on the freight charges on the date of preparation of the offer and any changes based on the fluctuation of freight charges during the order execution shall be adjusted accordingly on the prices.7.4. Letter of Credit Conditions: Where payment is agreed to be via Letter of Credit (LC), the LC must be irrevocable, confirmed, and issued by a bank mutually acceptable to both parties. 7.5. Sharing of Bank Charges: All bank charges associated with the opening, advising, confirmation, and standard negotiation of the LC shall be shared mutually (50/50) between the Buyer and the Supplier. 7.6. LC Amendments: Any costs incurred for amending the LC shall be shared mutually. However, if an amendment is strictly necessitated by the error, omission, or delay of one specific party, that responsible party shall bear 100% of the amendment charges.

8. Return of Goods

8.1. No Returns Post-Dispatch: Return of goods, once dispatched from the manufacturer’s factory or Supplier's warehouse for the respective Purchase Order, is strictly not accepted. 8.2. Special Exceptions: Exceptions to this policy are not guaranteed and will only be considered on a highly restricted, case-by-case basis. Any such exception must be explicitly agreed to by an authorized representative of the Supplier in writing. 8.3. Costs of Authorized Returns: In the event the Supplier formally accepts a return, the Buyer shall be solely responsible for all expenses related to the reversal of the specific order. This includes, but is not limited to, return freight, transit insurance, customs duties, port handling, and a mandatory restocking fee applied by the Supplier. 8.4. Unless the Buyer gives written notice to the Company within 10 days from the date of arrival of the Goods at the Buyer’s premises or the destination agreed by the parties that the Goods are not in conformity with the Contract, the Buyer shall be deemed to have accepted the Goods and shall be bound to make payment thereof on the due date.

9. Liability Limitations

9.1. The Supplier’s maximum aggregate liability under this quotation/order shall not exceed the total value of the goods supplied. 9.2. The Supplier shall not be liable for any indirect, consequential, or special damages, including but not limited to loss of profit, project delays, or liquidated damages imposed on the Buyer by third parties.

10. Governing Law & Jurisdiction

10.1. These Terms and Conditions shall be governed by and construed in accordance with the laws of the United Arab Emirates as applied in the Emirate of Dubai. 10.2. Any disputes arising out of or in connection with this quotation shall be subject to the exclusive jurisdiction of the Courts of Dubai.