General Terms And Conditions Of Sale

I. GENERAL REMARKS:

Placing an order automatically entails acceptance of these General Terms of Sale and, where relevant, of the special conditions specified at the time of the order. Offers are valid within the limits of the option period which, unless otherwise stipulated, is fifteen days starting from the presentation of the offer. Any information on the catalogues, manuals, and price lists is for information only; Sada Thalate Gulf may have to make changes to it at any time without notice. No additions, omissions, or modifications to any of the provisions of these terms of sale will be binding on Sada Thalate Gulf without their written agreement.

II. THE ORDER:

Any clauses or special purchase conditions on the customer’s Purchase order that are in contradiction with these terms and conditions are not applicable, except with the express written agreement of Sada Thalate Gulf. Once a customer places an order, Sada Thalate Gulf will acknowledge receipt of the order and will have the option of notifying refusal or amendment within three days of acknowledgment of receipt. If no refusal or amendment is notified, the order becomes binding at the end of the third day following the acknowledgment of receipt. Any changes to the order notified by Sada Thalate Gulf during this period shall be considered accepted by the customer, unless the customer notifies Sada Thalate Gulf of its opposition in writing within three days starting from the date of the notification. In the event of a change, the order shall only be considered final upon receipt of the customer’s consent, or on expiry of this three-day period. In the event of a modification of any kind (designation, quantity, etc.) to an order already received and confirmed by Sada Thalate Gulf, the conditions granted previously cannot be extended without Sada Thalate Gulf’s consent.

III THE PRODUCTS AND SERVICES ORDERED: 

Sada Thalate Gulf’s commercial proposal and invoice itemize the products and services ordered, which may be hardware, software, or related services. Hardware sales: Sada Thalate Gulf sells hardware sourced from different suppliers, for whom they are the authorized distributor. The technical characteristics and documentation of this hardware are the responsibility of the supplier and are handed over as is by Sada Thalate Gulf. Supply of software: Sada Thalate Gulf grants the customer the right to use each software program ordered or which is integrated into hardware sold. The conditions under which this right of use is granted, and the obligations the customer accepts vis-à-vis the supplier of the software concerned, may be detailed in a license issued by the latter and appended to the invoice and to these general terms. The customer undertakes to forward the terms of this license to its end customer. In the absence of a license and specific conditions, the right to use the software ordered or installed in hardware sold by Sada Thalate Gulf is limited to the operational implementation of a single copy of this software, to the exclusion of any right of reproduction, modification, or correction of errors. Sada Thalate Gulf is not, under any circumstances, responsible for any problems that may affect the software, nor for the temporary interruption (in particular for correction, update, or other reason) or permanent discontinuation, by the publisher of this software. Related services: When the hardware sold, or the software supplied, are subject to a maintenance or update service from their supplier, ordering them from Sada Thalate Gulf entails the ordering of the service in question, the financial conditions of which are itemized in the commercial proposal and the invoice. Sada Thalate Gulf may also provide itself or via the supplier or a third-party provider, additional services, such as installation, which will be subject to a separate order at conditions stipulated in the commercial proposal and the invoice. In the event that Sada Thalate Gulf is to provide Training or Professional services, the proposed terms thereof will be set out by Sada Thalate Gulf in a quote and subject to acceptance by the customer by Purchase Order. Unless otherwise agreed in writing, payment will be made in advance in respect of any such Training or upon receipt of an invoice for Professional Services.

Intellectual Property: The purchase of hardware or the supply of software ordered from Sada Thalate Gulf does not confer any intellectual property rights on the customer and obliges them to respect any intellectual property rights held by the supplier of the hardware or the software concerned. In consideration of which, the customer is guaranteed against any breach of quiet possession due to a third party claim affecting an intellectual property right and with the consequence of a restriction or prohibition of use of the hardware or software supplied. On the other hand, Sada Thalate Gulf shall not be liable in any way for any problems arising from the operation, introduction, or maintenance of software that it did not supply.

IV – PRICES: 

Goods and equipment will be invoiced at the Sada Thalate Gulf rate valid on the date of delivery. Prices are exclusive of any tax, duties, fees, or other government levies; any taxes, delivery charges, fees, shipping, packaging, and insurance will be invoiced in addition, at the rate applicable on the date of sale or delivery. Orders for special services and products not on Sada Thalate Gulf’s price list shall be invoiced at the price stipulated in the commercial proposal. Where Services are provided on a fixed price basis, the total price for the Services shall be the amount set out in the relevant Statement of Work, and the customer is liable to pay hotel, subsistence, traveling, and any other ancillary expenses reasonably incurred by Sada Thalate Gulf.

V- BILLING: 

Acceptance of these general terms of sale implies the customer’s express agreement to receive, where relevant, electronic invoices in substitution of paper invoices from Sada Thalate Gulf. An option to receive e-invoices through Tungsten Networks and Ariba is also available.

VI – DELIVERY TIMES: 

The delivery times communicated to the customer are given as an indication, as Sada Thalate Gulf is dependent on its own suppliers. Time of delivery is not of the essence. Sada Thalate Gulf is entitled to suspend or cancel a delivery in serious circumstances, and in particular in the following cases: – Should the customer fail to comply with the agreed payment terms; – Should the customer fail to provide Sada Thalate Gulf in a timely manner with the technical, financial, or commercial information or specifications, necessary for dispatch; – Force majeure or events such as social strife, epidemic, war, requisition, fire, flood, tooling accidents, significant scrapping of parts during manufacture, interruption or delays in transport, or any cause leading to a partial or total work stoppage at Sada Thalate Gulf or their suppliers. The possible prohibition on exports pronounced by the government of the country of origin of the hardware is considered, among other things, as a case of force majeure. In any case, the time for obtaining administrative permits and carrying out formalities is added to the delivery time communicated to the customer.

VII – TRANSPORT AND DELIVERY: 

For deliveries in the United Kingdom of hardware products, the customer mandates Sada Thalate Gulf to organize the transport of said products to the delivery address according to the information communicated by the customer. For deliveries in mainland United Kingdom, the DAP Incoterm is applicable by default. The CIP Incoterm (according to Incoterms 2010) is applicable if the place of delivery is outside mainland United Kingdom. In the absence of any special purchase conditions on the customer’s purchase order, the goods are deemed as having to be delivered to the customer at their head office. They are dispatched with carriage and packaging the responsibility of Sada Thalate Gulf. Insurance is provided by Sada Thalate Gulf up to customer delivery; these costs are invoiced as a fixed price. No recourse may be exercised against Sada Thalate Gulf, the forwarding agent, or the haulier for losses, spoilage, or damage incurred by the goods, unless an official report with irrefutable probative force has been sent to the haulier or the forwarding agent within two days and Sada Thalate Gulf formally notified within the same time period. The accessibility and layout of the premises intended to receive heavy, cumbersome equipment must be provided in a timely manner by the customer; Sada Thalate Gulf shall not bear the cost of this under any circumstances.

VIII – RETURN OF GOODS: 

No merchandise can be returned without the prior written agreement of Sada Thalate Gulf. Sada Thalate Gulf must be notified of the intention to return, within 7 days of delivery, and all goods must be undamaged and in their original packaging. The costs of transport and re-warehousing are the responsibility of the customer. Unless otherwise agreed, a restocking fee of 20% will be charged. The customer should return the equipment within 7 days after obtaining the consent and official returns number from Sada Thalate Gulf.

IX – TRANSFER OF RISKS AND RETENTION OF TITLE: 

The goods referred to on the delivery note and the invoice shall remain the property of Sada Thalate Gulf until the full price has been paid by the customer. The risks of loss, theft, or destruction will, nonetheless, be the responsibility of the customer as from receipt of the goods and until full payment of the price for a DAP delivery. Until such time as payment has been made in full and in cleared funds, to Sada Thalate Gulf, (a) All sums due to it in respect of the goods referred to on the delivery note and the invoice, and (b) all other sums which are, or which become due to Sada Thalate Gulf from the customer, the customer shall hold the goods to the order of Sada Thalate Gulf. Sada Thalate Gulf may bring an action for the price notwithstanding that property in the goods has not passed to the customer. Until such time as property passes to the customer, the customer shall upon request deliver up to Sada Thalate Gulf such of the goods as have not been resold to a value equal to the debt outstanding from the customer to Sada Thalate Gulf as of the date of the request. If the customer does not comply with this request, Sada Thalate Gulf may, during business hours, without notice, enter upon any premises owned, occupied, or controlled by the customer where goods are situated or where Sada Thalate Gulf reasonably believes goods are situated and repossess the goods to a value equal to the debt outstanding from the customer to Sada Thalate Gulf as of the date of repossession, and the customer grants Sada Thalate Gulf an irrevocable license for this purpose. If the goods are resold before full payment has been made to Sada Thalate Gulf, the latter reserves the right to claim payment of the retail price from the sub-purchaser. In the case of a cancellation of an order for goods due to a case of force majeure, or by the customer, the advance payments already collected will remain the property of Sada Thalate Gulf.

X – TERMS OF PAYMENT: 

For customers who do not have a credit account with Sada Thalate Gulf, payment is due prior to the order being processed. Requests to open an account should be accompanied by the usual banking and commercial references as well as documents permitting an analysis of solvency. Except for special conditions, payments from customers with a credit account with Sada Thalate Gulf are due within 30 days from the date of the invoice. Payments must be made by bank transfer or cheque. Payments cannot be made in cash.

XI – FAILURE TO PAY: 

Interest shall be due and payable on all late payments starting from the date payment was due, at a rate of eight per cent above the Bank of England’s base rate. In this case, the base rate reference for payments becoming overdue during the first half of the year concerned is the Bank of England base rate as of 31st December in the year immediately preceding. For the second half of the year concerned, it is the rate in force on 30th June of the year in question. In the absence of payment of a single installment (or of a single draft on the due date), the entire amount of the sums owed by the customer to Sada Thalate Gulf shall immediately become payable. Deliveries and orders in progress may be suspended, including any outstanding Statements of Work. The sale will only be completed and title transferred on full and final settlement of the invoices. Should Sada Thalate Gulf be forced to demand payment of invoices, even if simply by registered letter, a liquidated damages sum fixed at 10% of the amount of the debt shall be due by the customer, starting from the due date of the invoice, taking into account the costs and time incurred by Sada Thalate Gulf in demanding payment. Should the collection fees be higher than the amount of liquidated damages, Sada Thalate Gulf may demand additional compensation, on presentation of receipts. Sada Thalate Gulf may remove the credit facility, reverting the account to cash with order, without notice, at their discretion.

XII – GUARANTEE:

The hardware is guaranteed for a period stipulated in the manufacturer’s documentation accompanying the equipment and, failing this, the guarantee is for a period of 12 months. The guarantee only relates to parts deemed faulty by Sada Thalate Gulf, subject to the defects observed not being caused by improper use or handling by the customer. The guarantee shall cease immediately if an intervention is carried out for any reason whatsoever by a repairer not approved by Sada Thalate Gulf. In respect of this guarantee, the only obligation incumbent upon Sada Thalate Gulf is to take organize the repair or replacement of the product or part which has been recognized as being faulty by the manufacturer, and returned to the address indicated by Sada Thalate Gulf. The return of products under guarantee must have the prior approval of Sada Thalate Gulf. To this end, the customer shall contact Sada Thalate Gulf’s support service by telephone. If the product is recognized as being faulty, Sada Thalate Gulf will give the customer a product return code. Products recognized as being faulty should be returned in their original packaging, along with the return code. Products or parts replaced under the terms of the guarantee shall become the exclusive property of Sada Thalate Gulf. Interventions under the guarantee do not extend the guarantee. This guarantee is exclusive of any other guarantees.

XIII – LIABILITY:

The customer acknowledges that they are professionals, and in this respect, they are knowingly buying the hardware or software that is the subject of the agreement between the parties and state that they are adequately informed of the use and intended purpose of the hardware or software. Sada Thalate Gulf may not be held liable for the incompatibility of the hardware or software with other equipment or software with which it is intended to be operated. In particular, Sada Thalate Gulf cannot be held liable for any direct or indirect, temporary or permanent impact the installation of equipment may have on an existing installed system. Sada Thalate Gulf is only responsible for direct damage caused by a fault in the equipment, the software, or services provided by Sada Thalate Gulf, within the double limit of the loss effectively suffered by the customer due to this fault and the price of the equipment, software, or services sold. Any losses that are indirect, commercial and from loss of revenue, including the loss of data and operating loss, are expressly excluded, as well as are all situations of force majeure. In the event of the necessity for an update or corrective installation, the customer is informed that Sada Thalate Gulf cannot intervene before receipt of said updates and corrections from the manufacturer and cannot be held liable for any delays incurred.

XIV – EXPORT OF THE HARDWARE BY THE CUSTOMER:

The hardware and software supplied by Sada Thalate Gulf may be subject to export restrictions, in particular, with regard to dual-use goods and technology (civil/military), due to European or American regulations, inter alia. In the EU, the transfer of such goods and technology may constitute an exception to the principle of free circulation. These obligations can, in particular, take the form of export licences to be obtained from the ECO (UK) and/or the BIS (United States) and the archiving of the documents pertaining to these export operations. The customer acknowledges and accepts that the products purchased from Sada Thalate Gulf are subject to laws and regulations relative to export controls applicable in the UK, the European Union, and the United States. The customer undertakes not to export, re-export or transfer, directly or indirectly, the products purchased from Sada Thalate Gulf, without first obtaining the requisite authorizations from the competent authorities (American, European and or UK). The customer undertakes to provide Sada Thalate Gulf with the name of the end customer, their order number and the final destination of the order, via the purchase order. The customer should inform its own customers that, for products that have an American export license, the end user may be subject to checks by the American authorities. In any case, the customer is responsible for the proper application of the export control regulations and Sada Thalate Gulf cannot be held liable for the customer’s failure to observe the obligations arising from this clause and the related regulations. With regards to the European and English regulations that may apply, the customer may consult the following official websites: https://www.gov.uk/guidance/uk-strategic-export-control-lists-the-consolidated-list-of-strategic-military-and-dual-use-items With regards to the American regulations that may apply, the customer may consult the following official website: http://www.bis.doc.gov/index.php/regulations/export-administration-regulations-ear Sada Thalate Gulf reminds customers located in the UK (or in the EU) that, for dual-use products or technology, exporting outside the EU or transferring within the EU may require compliance with three sets of regulations (EU, UK and American) which are not interchangeable; in other words, compliance with one does not constitute compliance with the others. Lastly, the fact that Sada Thalate Gulf may provide the customer with a service concerning the transport of the equipment and technology sold does not alter the customer’s responsibility with respect to the regulations applicable in terms of export control, which remain within the customer’s remit.

XV – THE CUSTOMER’S COMMERCIAL COMMITMENTS:

The customer undertakes to apply the best commercial standards as well as the laws applicable in their territory and not to harm Sada Thalate Gulf’s commercial reputation through the products supplied by them. In particular, the customer undertakes to provide accurate, up-to-date information about the characteristics, performances, and possible uses of the products commercialized by Sada Thalate Gulf. The Customer also undertakes to obtain and renew any authorizations necessary for the sale of the products in the country in which they are established. The customer also undertakes to respect and enforce the intellectual property rights protecting the equipment sold by Sada Thalate Gulf as well as the software for which a license is granted.

XVI – ETHICS – COMPLIANCE WITH THE LAW:

The customer (including the customer’s executives, directors, employees, and agents) undertakes to comply with the applicable anti-corruption laws, including, and without limitation, the USA Foreign Corrupt Practices Act, the UK Bribery Act, and the “Sapin II” act (collectively, the “Anti-Corruption laws”). The Customer shall refrain, in particular, from: (a) taking any measures or allowing or authorizing any action by a third party in violation of the Anti-Corruption laws; (b) using any sums of money or other consideration, paid by the other Party, for illegal purposes, including for purposes infringing the Anti-Corruption laws, with the aim of helping the other Party to obtain or unduly conserve, a market or an agreement or any undue advantage; and (c) directly or indirectly, offering, promising, giving, requesting or accepting anything whatsoever either from a civil servant or public agent, undertaking or company controlled by the government, political party, or any other private individual or corporate entity, with the aim of unduly obtaining a commercial or financial advantage or influencing any acts or decisions. Each Party, acting in good faith, shall refrain from taking any measures that they believe infringe the laws or commercial policies applicable to the business relations between the parties. To the Customer’s best knowledge