General Conditions of Sales

Application of Conditions

Unless otherwise agreed in writing by the Seller, all Products are supplied on the terms and conditions specified herein to the exclusion of any terms or conditions stipulated by the Customer and of any representations, conditions, warranties, or communications not expressly incorporated herein.

Formation of Contract

(a) No contract shall be deemed to come into existence until the Customer’s order has been confirmed in writing by the Seller or until the Products have been dispatched to the Customer. (b) Order must be accompanied by sufficient information to enable the Seller to proceed with the order forthwith and thereafter any modification must be agreed in writing. All telephoned orders or amendments to orders must be confirmed in writing. When ordering Products the Quotation reference (if any) must be stated and all communications relating to orders must specify the number and date of order, description of the Products, and reference number.

Quotations

Subject to Condition 5, the Seller will endeavor to hold the terms of any quotation given by it for a period of 7 days or for such other period as is specified in writing, but without obligation or liability.

Prices

All prices are net ex-works unless otherwise stated and are subject to alteration without notice: the contract price shall be that ruling on the day of dispatch or (if earlier) when delivery is made or tendered. All prices are exclusive of VAT which will be added at the then-current rate where applicable. Should the Seller incur additional expense in supplying the Products which is not provided for in the Seller’s quotation or price list, owing to any circumstances whatsoever outside the Seller’s control, such additional expense shall be added to the invoice and paid for by the Customer accordingly.

Payment

Payment must be made cash in Advance. Each Product will be invoiced on dispatch or (if earlier) when delivery is made or tendered. No discount or will be made unless specifically so stated by the Seller in writing.

Delivery

(a) Any date or period quoted or agreed by the Seller for dispatch/delivery shall be deemed an estimate only, and the Seller shall not be liable for the consequences of any delay. Any such date or period quoted or agreed shall in any event only run from receipt by the Seller of a written order together with all information necessary to enable the Seller to complete the contract. (b) The Customer shall at the Seller’s option accept delivery by partial shipment. (c) Unless otherwise specified by the Seller the place of delivery shall be the Seller’s place of business. Costs of delivering elsewhere will, in any event, be charged to the Customer unless the price specifically includes such costs.

Specifications

The Products supplied will correspond within the limits normally accepted within the industry with the Seller’s specification, save that the Seller shall be entitled to vary the specifications or provide substitutes where such variation or substitution shall not materially affect the characteristics of the Products and where such varied or substituted Products are of a quality equal or superior to those originally specified.

Force Majeure

The Seller shall not be liable in respect of any claim for loss, delay, or non-delivery arising by reason of riot, civil commotion, war, whether declared or not, accident, shortened hours of labor, strikes, lock-outs, mechanical breakdown of facilities, failures by third parties to supply it with materials or goods, storm, flood, fire or any other circumstances whether of the kind hereinbefore mentioned or not, beyond the reasonable control of the Seller. The Seller shall not, however, be relieved from supplying the products nor the Customer from accepting them when the above causes interfering with the delivery shall have ceased.

Waiver and Assignment

(a) The rights of either party shall not be prejudiced or restricted by any indulgence or forbearance extended to the other party, and no waiver of rights in respect of any breach by the other party shall operate as a waiver in respect of any other breach. (b) The Customer shall not transfer his rights or any part thereof against the Seller to any third party without the Seller’s prior written consent.

Termination

If the Customer shall commit a breach of any term of a contract for the supply of Products or if any distress or execution shall be levied upon his property or assets, or if he shall make or offer to make any arrangement or composition with his creditors or commit any act of bankruptcy, or if any petition or receiving order in bankruptcy shall be presented or made against him, or if the Customer is a limited company and any resolution or petition to wind up such company’s business (other than for the purpose of amalgamation or reconstruction) shall be passed or presented, or if a receiver of such company’s undertaking, property or assets or any part thereof shall be appointed or if the Customer suffers or takes any similar or analogous step in consequence of debt, the Seller shall have the right forthwith to determine any contract for the supply of the Products then subsisting and upon written notice of such determination being posted to the Customer’s last know address any such subsisting contracts shall be deemed to have been determined without prejudice to any claim or right the Seller may otherwise make or exercise. The Customer shall compensate the Seller for any loss suffered by the Seller arising out of or in connection with such a determination of contract. In addition, the Customer’s right to possession of any Products, the title to which has not yet passed, shall cease and the Seller shall be entitled to repossess the Products in accordance with Clause 7(c) hereof.

Variation

No purported variation or waiver of these terms and conditions shall be of any effect unless in writing and signed by a Director of the Seller.

Law

(a) These conditions shall be construed and shall take effect in all respects in accordance with Saudi law. (b) In addition, the Customer understands and agrees that Products may include or contain components or software manufactured in countries other than Saudi Arabia that exercise jurisdiction and regulate transactions involving the Products, including but not limited to the United States, Japan, England, and France. Customer agrees to comply with such laws when applicable, including U.S. Export Administration Regulations, U.S. International Traffic in Arms Regulations, and laws administered by the U.K. Department for Business, Innovation, and Skills (BIS), the French Ministry of Economy’s Dual-Use Goods Service (SBDU), and the U.S. Treasury Department Office of Foreign Assets Control. The customer agrees not to export, re-export, transmit, transfer, or divert the Products, technology, software, or services to any country in violation of these laws.