InterpretationIn these Conditions the following definitions apply:Business Day means a day other than Saturday, Sunday and public holidays when banks generally are open for non-automated business in the UAE;Customer means the person/s or firm who purchases Goods and/or Services from the Supplier;Conditions means the terms and conditions set out in this document;Confidential Information means any commercial, financial or technical information, information relating to products, plans, know how or trade secrets which is obviously confidential or has been identified as such, or which is developed by a party in performing its obligations under, or otherwise pursuant to this Contract;Contract means the agreement between the Supplier and the Customer for the sale and purchase of Goods and/or Services, incorporating these Conditions;Delivery Location means the address for delivery of the Goods and/or Services as set out in the Order;Force Majeure means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Contract including (but not limited to an act of God, fire, rain or storm, earthquake or other natural disaster; failure in production or production equipment; demands or requests of Government authorities; war, riot, strikes, labour shortages or civilunrest; interruption or failure of supplies of power, fuel, water, raw materials, transport, equipment or telecommunications service or material required by for performance of the Contract);Goods means the goods set out in the Order and to be supplied by the Supplier to the Customer;Intellectual Property Rights means copyright, patents, know-how, trade secrets, trademarks, trade names,design rights, rights in get-up, rights in goodwill, rights in confidential information,domain names and all similar rights;Order means the Customer’s order for, and specification of the Goods and/or Services from the Supplier, as set out in the Customer’s written acceptance of the Supplier’s quotation for the supply of Goods and/or Services;Supplier means Hepworth P.M.E. L.L.C., P.O. Box 2345, Dubai, U.A.E., its affiliates, subsidiaries and assigns etc.;Services the services, supplied by the Supplier to the Customer as set out in the Specification below;Specification means the description or specification of the Goods and/or Services set out in the Order and provided by the Customer. Basis of Contract2.1 These terms and conditions apply and shall, along with the Order and the Supplier’s acceptance, constitute the complete Contract between the Supplier and the Customer. They supersede any previously issued terms and conditions of supply.2.2 No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase order, confirmation of order, specification or other document will form part of the Contract and are hereby expressly rejected by the Supplier.2.3 No variation of these Conditions or to an Order, or to a quotation from the Supplier will be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of the Supplier.2.4 Each Order by the Customer to the Supplier will be deemed to be an offer to purchase Goods and/or Services and subject to the Conditions.2.5 The Supplier reserves the right at all times to reject any Order, in whole or in part, at its sole discretion.2.6 Any quotation by the Supplier for the provision of Goods and/or Services will be deemed to be:2.6.1 an invitation to treat (and shall not be an offer) by the Supplier to supply Goodsand/or Services on and subject to the Conditions; and2.6.2 will be valid within the time limit set out therein.2.7 A Contract will be formed upon the earlier to occur of:2.7.1 written acceptance by the Supplier of the Customer’s Order;2.7.2 Supplier has started the execution of the Customer’s Order; and/or2.7.3 the execution of a specific written agreement by both the Supplier and the Customer.2.8 Upon the formation of a Contract as outlined in clause 2.7, no variation of the terms or cancellation of an Order may be made by the Customer without the written agreement of the Supplier.2.9 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.3 Price3.1 The price for the Goods and/or Services will be as set out in the Supplier’s quotation or in default of such provision will be calculated in accordance with the Supplier’s standard scale of charges in force on the date of formation of the Contract.3.2 The price includes standard packaging. In the event the Customer requires packaging other than the standard provided by the Supplier, then further packages charges will apply.3.3 The price is payable as set out in the Supplier’s quotation.3.4 The Supplier reserves the right to increase the price for any undelivered Goods and/or Services:3.4.1 by giving  days’ written notice to the Customer, such increase to take effect in respect of any relevant Goods and/or Services delivered after the expiry of suchnotice; or3.4.2 with immediate effect by written notice to the Customer, where such increase arises as a consequence of any increase in the direct cost to the Supplier of supplying the relevant Goods and/or Services which is due to any factor beyond the control of the Supplier.4 Charges and Payment4.1 The Supplier will invoice the Customer for Goods and/or Services in the manner agreed upon in the Order.4.2 The Customer will pay all invoices:4.2.1 in full, without deduction or set-off in the manner agreed upon in the Supplier’s quotation; and4.2.2 to the Supplier’s nominated bank account specified in the Supplier’s quotation.4.3 Where sums due hereunder are not paid in full by the due date:4.3.1 the Supplier may, without limiting its other rights, charge interest on such sums at ten percent (10%) a year compounded annually, and4.3.2 interest will accrue on a daily basis, and apply on the unpaid amount from the due date for payment until actual payment in full, whether before or after judgment of any court deliberating in the matter.5 Credit limitThe Supplier may set and vary credit limits from time to time and withhold all further supplies if the Customer exceeds such credit limit.6 Delivery6.1 The Goods will be:6.1.1 delivered to, accepted and received by the Customer, his carrier or his duly appointed representative at the Delivery Location specified in the Order , or6.1.2 made available for collection by the Customer at the premises set out in the Order. The Customer will collect the Goods within the period specified in the Order.6.2 The Goods will be deemed delivered:6.2.1 if delivered by or for the Supplier under clause 6.1.1, on arrival of the Goods at the Delivery location6.2.2 if collected by the Customer under clause 6.1.2, on completion of loading at the Supplier’s premises.6.3 The Goods may be delivered by instalments. Any delay in delivery or defect in an instalment will not entitle the Customer to cancel any other instalment.6.4 Each delivery of the Goods will be accompanied by a delivery note stating:6.4.1 the date of the Order;6.4.2 the relevant Customer and Supplier details;6.4.3 the product numbers and type and quantity of Goods in the consignment and specifications as mentioned in the order;6.4.4 any special handling and other instructions; and6.4.5 The Supplier will use its reasonable endeavours to meet delivery dates but suchdates are approximate only, and time of delivery is not of the essence.6.5 If the Customer fails to accept delivery of or collect the Goods as provided in clause 6.1.1 or6.1.2 on the date or within the period set out in the Order:6.5.1 delivery of the Goods will be deemed to have occurred on the date set out in the order6.5.2 the Supplier will store and insure the Goods pending delivery, and the Customer will pay reasonable storage and insurance charges.6.6 If, 10 Business Days after the due date for delivery or collection, the Customer has not taken delivery of or collected them, the Supplier may resell or otherwise dispose of the Goods. The supplier will:6.6.1 deduct reasonable storage charges and costs of resale; and6.6.2 invoice the Customer for any shortfall of the resale price below, the price payable by the Customer for the Goods.7 Inspection, Notification of Defects and Damages7.1 The Customer shall inspect the Goods delivered for quality and specification and, in the event of a non-conformity to the quality or specifications, shall notify the Supplier in writing within 5 Business Days of delivery or before actual installation whichever happens earlier.7.2 No replacement will be made, nor any claim or compensation paid, by Supplier to Customer if materials are found defective after the period referred to in clause 220.127.116.11 In the event that the Supplier, in its sole discretion, finds defects as set out in clause 7.1, the Supplier shall issue a credit note at the rate invoiced. Replacement items will be provided on the same conditions as the returned defective Goods.7.4 The Customer shall provide the Supplier with access to the defective Goods prior to commencement of remedial work.8 Returned Goods8.1 The return of Goods shall be at the Supplier’s sole discretion.8.2 In the event that the Supplier, in its sole discretion decides to return the Goods, the return of undamaged standard Goods are subject to following handling charges:Period of Sale Handling Charges (percentage ofinvoiced value)0 to 3 months 15%4 to 6 months 30%7 to 12 months 45%9 Title and risk9.1 Risk in the Goods will pass to the Customer on delivery under clause 18.104.22.168 Title to the Goods will pass to the Customer once the Supplier has received payment in full for the Goods.9.3 Until title to the Goods has passed to the Customer, the Customer will:9.3.1 store the Goods separately from all other material in the Customer’s possession;9.3.2 take all reasonable care of the Goods and keep them in reasonable condition;9.3.3 insure the Goods:(i) with a reputable insurer(ii) from the date of delivery(iii) against all risks(iv) for an amount at least equal to the price(v) noting the Supplier’s interest on the policy;9.3.4 ensure that the Goods are clearly identifiable as belonging to the Supplier;9.3.5 not remove or alter any mark on or packaging of the Goods;9.3.6 inform the Supplier as soon as possible if it becomes subject to any of the events set out in clause 16.1;9.3.7 provide the Supplier such information concerning the Goods as the Supplier may request from time to time.9.4 The Customer may use or resell the Goods in the ordinary course of its business until such time as it becomes aware or ought reasonably to have become aware that an event specified in clause 16.1 is or is likely to occur.9.5 If, at any time before title to the Goods has passed to the Customer, the Customer informs the Supplier, or the Supplier reasonably believes, that the Customer has or is likely to become subject to any of the events specified in clause 16.1, the Supplier may require the Customer at the Customer’s expense to deliver the Goods to the Supplier.10 Supply of Services10.1 The Supplier shall provide the Services to the Customer in accordance with the Specification in all material respects.10.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in Specification, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.10.3 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.10.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.10.5 The Customer shall ensure that any representative of the Supplier providing the Services is provided with the necessary access to the site and all reasonable safety obligations are observed.11 Warranty11.1 The Supplier warrants that, for a period of 12 months from delivery or in case of delay in taking delivery by the Customer, from the date delivery was scheduled to take place (the Warranty Period), the Goods will:11.1.1 conform in all material respects to their description and to any applicable Specification;11.1.2 be free from material defects in design, material and workmanship;11.2 The Supplier will, at its option, repair, replace or refund the price of defective Goods, provided that and subject to clause 11:11.2.1 the Customer informs the Supplier in writing during the Warranty Period and promptly on discovery that some or all of the Goods do not comply with clause 11.1;11.2.2 the Customer gives the Supplier a reasonable opportunity to examine the defective Goods;11.2.3 the Customer returns the defective Goods to the Supplier at the Supplier’s expense.11.3 The Conditions will apply to any Goods repaired or replaced under clause 22.214.171.124 The Supplier will not be liable for any failure of the Goods to comply with clause 11.1:11.4.1 where such failure arises by reason of fair wear and tear, could be expected to arise in the normal course of use of the Goods, wilful damage, negligence, or abnormal working conditions;11.4.2 to the extent caused by the Customer’s failure to comply with the Supplier’s instructions as to: (i) storage, installation, commissioning, use or maintenance of the Goods, or (ii) good practice in relation to the storage, installation, commissioning, use or maintenance of the Goods (iii) overstressing, overloading, operating media, construction work or building ground;11.4.3 to the extent caused by the Supplier following any design or specification or requirement of the Customer in relation to the Goods;11.4.4 where the Customer or any third party repairs or alters any Goods without the Supplier’s prior written agreement or uses other than original spare parts; or11.4.5 where the Customer uses any of the Goods after notifying the Supplier that it does not comply with clause 126.96.36.199 Except as set out in this clause 11:11.5.1 the Supplier gives no warranty in relation to the Goods; and11.5.2 the Supplier does not warrant the characteristics in the technical documents such as drawings, descriptions, illustration and data on dimensions, performance and weight, references to standards, which may be subject to change.12 Obligations of the Customer12.1 The Customer will:12.1.1 place all Orders on the terms of the Conditions and ensure that the contents of any Order are complete and accurate;12.1.2 ensure that the Specification which it provides is complete and accurate and contains all information the Supplier may require;12.1.3 co-operate fully with the Supplier in relation to delivery or collection of the Goods;12.1.4 strictly adhere to the payment terms set out in the Supplier’s quotation.12.1.5 prepare the Customer’s premises for the supply of the Services;12.1.6 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;12.2 If the Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):12.2.1 the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;12.2.2 the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause; and12.2.3 the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.13 Liability13.1 Neither party will be liable for loss of data, any form of indirect, consequential or special loss, or any loss of or failure to realise expected profit, revenue or savings or any other form of pure economic loss, whether any such loss is direct or indirect, and, in each case, however arising.13.2 Other than as set out above, the Supplier limits its liability (however arising) in respect of or in connection with the Goods in any instalment, and otherwise in connection with this Contract, to the price paid by the Customer of defective products.14 Confidentiality and Intellectual Property14.1 Each party shall keep confidential all Confidential Information of the other party and will only use the other’s Confidential Information as required to perform the Contract.14.2 This clause 14 will remain in force three years after termination of the Contract.14.3 All technical documents such as drawings, descriptions, illustration and data on dimensions, performance and weight, references to standards shall remain the exclusive property of the Supplier and may only be used for the agreed purposes or as the Supplier may consent.14.4 All intellectual property rights in or arising out of or in connection with the Services shall be owned by the Supplier.15 Force Majeure15.1 The Supplier will not be liable if delayed in or prevented from performing its obligations due to Force Majeure.15.2 If Force Majeure event continues for a period of 3 months, Supplier is entitled to withdraw from the Contract without the Customer having any right to compensation.16 Termination16.1 The Contract may be terminated forthwith at any time by the Supplier on written notice to the Customer if:16.1.1 the Customer commits a material breach, or series of breaches resulting in a material breach, of the Contract and such breach is not remediable or is not remedied within 15 days of written notice to do so;16.1.2 the Customer suspends or threatens to suspend payment of its debts, or is unable to pay its debts as they fall due;16.1.3 the Customer negotiates with its creditors for rescheduling of its debts or passes a resolution for winding-up or for the appointment of an administrator, or a liquidator;16.1.4 there is a material change in the management, ownership or control of the Customer;16.1.5 the Customer suspends trading, ceases to carry on business, or threatens to do either;16.2 Without limiting its other rights or remedies, the Supplier may immediately suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under this Contract on the due date for payment.16.3 On termination of the Contract for any reason:16.3.1 the Customer will immediately pay all invoices of the Supplier then outstanding, along with the interest as per clause 4.3;16.3.2 the Supplier will, invoice the Customer for all Goods delivered or provided but not yet invoiced and the Customer will pay such invoice within 15 Business Days;16.3.3 the accrued rights and liabilities of the parties will not be affected; and16.3.4 any clause which expressly or by implication are to survive termination will do so.17 General17.1 No set-offAll payments by the Customer will be made without set-off or counterclaim, free and clear of and without deduction for any tax, levy, duty, charge, or withholdings of any kind now or in the future, imposed in any jurisdiction unless the Customer is compelled by law to deduct or withhold any such amounts, in which case it will pay to the Supplier such additional amount as will ensure that the Supplier is paid the full amount it would have received but for such deduction or withholding.17.2 RelationshipThe parties are independent businesses and not principal and agent, partners, or employer and employee.17.3 SeverabilityIf any part of these Conditions is found by a court, tribunal or other administrative body of competent jurisdiction to be unenforceable or invalid for any reason, that provision is to be severed from the Conditions and the remaining provisions of the Conditions will otherwise remain in full force.17.4 NoticesNotices under this Contract will be in writing and sent to the persons and addresses set outin the Order and Supplier’s acceptance. They may be given, and will be deemed received:17.4.1 by registered mail or courier: two Business Days after dispatch;17.4.2 by airmail: seven Business Days after posting;17.4.3 by hand: on delivery;17.4.4 by facsimile: on receipt of a successful transmission report from the correct number, and17.4.5 by e-mail: on delivery.17.5 WaiverNo delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.17.6 PriorityThe terms of the Conditions prevail over those of the Order.17.7 Entire AgreementThe Contract constitutes the entire agreement between the parties in relation to its subject matter. No other terms apply.17.8 SuccessionThis Contract will bind and benefit each party’s successors and personal representatives.17.9 Governing Law & Jurisdiction17.9.1 This Contract will be governed by the law of the United Arab Emirates.17.9.2 Disputes will be submitted to the exclusive jurisdiction of the courts of the United Arab Emirates.