General Terms and Conditions

Definitions:

Seller: Noor Scientific Trading Company or any of its affiliates or subsidiaries.

Buyer: The customer/client of Noor Scientific Trading Company to whom this invoice was issued.

Products: Products purchased by the Buyer from the Seller subject of this invoice.

1- Acceptance of Terms

1.1 By accepting the delivery of the Products, whether fully or partially, you admit and acknowledge that you are bound by the acceptance of the Terms and Conditions (hereinafter referred to as the “Terms“).

1.2 These Terms apply to the sale, purchase and use of Products regardless of its type, whether physical or otherwise, or Services.

1.3 If you accept these Terms on behalf of a third party, you represent and warrant that you have the full authority to bind that third party to these Terms.

1.4 All sales made by the Seller on the basis of these Terms and any additional or different terms contained in any Purchase Order or posted on a portal or other means of communication from the Buyer that are presumably enforceable shall be null and void, unless accepted by the Seller.

2- Returns

Any warranty from Seller with respect to defects in the Products sold by Seller (including warranty against defects in materials, defects in workmanship, merchantability, suitability for a specific use or any other warranty) shall apply to the extent permitted by the applicable law, unless otherwise acknowledged by Seller in writing. If the manufacturer of the Products provides a separate warranty in favor of the Buyer or the Buyer’s customers, the supplier and/or manufacturer’s warranties may be activated in accordance with the terms and conditions that apply to them without any cost or liability to the Seller.

3- Pricing

The invoice entails the prices of Products and/or services, taxes, shipping, insurance and installation. The Seller may apply price changes based on any

changes to exchange rates, customs, insurance, shipping, market conditions or purchase costs (including components and maintenance).

4- Payment

4.1 The Buyer shall pay the price stated on the invoice in accordance with the payment terms mentioned therein. In the absence of a special provision for the payment terms, the price becomes immediately payable.

4.2 In case the Buyer objects to the Invoice, the Buyer must provide a notice of dispute within 5 days from the date of the invoice. If such notification is not received, the invoice shall be in all cases admissible.

4.3 In the event that the Buyer does not pay the total amounts due as per the invoice on the due date, or in the event of the Buyer’s bankruptcy or insolvency, all other amounts in the other invoices shall become due immediately.

4.4 The Seller may temporarily suspend delivery or service, whether or not delivery or service is subject to this invoice, until the cost is paid in full. In case of late payment, the buyer liable to pay damages amounting to  2% per month at a daily rate for each day of late payment, and the customer bears the cost of refund, in addition to the late payment interests imposed by applicable law.

4.5 The Seller shall be entitled to recover attorneys’ fees, legal fees and/or other expenses incurred to collect the amounts due from the Seller, and shall be entitled to enforce these Terms, along with all other remedies guaranteed by law or granted by these Terms.

5- Set-off

5.1 The Buyer shall pay all amounts and fees due to the Seller in full under any order, including invoices and others, without discount, set-off, dispute or counterclaim.

5-2 The Buyer shall not be entitled to set-off to the Seller any claims against third parties, including the manufacturer, supplier or consignor of the shipment of the Products.

5.3 The Seller may set-off any amounts due from the Buyer to the Seller (including amounts due retroactively or set to be due from the Seller’s point of view).

6- Delivery

6.1 The terms of delivery are provided by way of clarification and are not binding on the Seller. Any warranties or liability provided by the Seller for the delivery of the Products on time, to the extent permitted by law, are hereby excluded.

6.2 If the Buyer confirms the date of delivery, whether orally or in writing, but subsequently discontinued or unable to take delivery, the Buyer shall indemnify the Seller for all costs and expenses incurred by the Seller as a result, including, but not limited to, reasonable storage costs.

6-3 Ownership of the Products shall be vested in the Seller until the full payment of the price to the Seller or his/her designee. The Buyer must keep the unsold Products in possession on behalf of the Seller and ensure that the Products are not damaged, modified or spoiled while under the Seller’s ownership. If the Buyer is unable to pay the price of the Products, the Seller may recover the goods under his ownership. If the customer sells it before the transfer of ownership, the customer becomes the Seller’s agent and the proceeds of such sale must be kept on behalf of the Seller separately from the Buyer’s public funds.

6.4 If the customer refuses to take delivery in the absence of an agreement with the Seller, the Buyer shall pay the Seller’s expenses and losses resulting from such refusal, including – without limitation – storage costs, delays, etc. until the customer accepts delivery of the order in full.

6.5 The risk of loss of the goods transfers to the Buyer upon receipt. Any missing or damaged items must be noted in the delivery receipt prior to signing by the customer or his/her shipping agent. If such a note is not recorded, this shall be deemed evidence of receipt without any objection.

7- Compliance with laws and requirements

7.1 The Buyer undertakes to defend and hold harmless the Seller from all costs, losses and damages incurred by the Seller as a result of the Buyer’s failure to comply with applicable laws, including as a result of claims by third parties.

7.2 Products and software contained therein may be subject to export controls as per laws, regulations, sanctions and/or directives from the United States and other countries in which they are delivered or used.

7.3 The Buyer acknowledges that the Products may contain technologies and software subject to U.S. and European export control laws and the laws of the country in which the Products are delivered or used. The  Buyer must abide by all such laws. Products may not be sold, leased, or transferred to restricted end-users in embargoed countries or to a user involved in weapons of mass destruction or genocide without prior consent from the relevant U.S. or European government. The Buyer acknowledges that the American and European caveats change regularly and vary depending on the product, and therefore refer to current US and European regulations.

8- Product Liability

These Terms expressly exclude any liability on the part of the Seller for damages caused by the Products (including damage to third parties and injuries) as long as such damages are not a direct and immediate result of the Seller’s gross negligence or willful misconduct, to the extent permitted by applicable laws.

9- Limitation of Liability

Notwithstanding the preceding paragraphs, if the Seller’s liability is established for any reason, the Seller’s liability to the Buyer or to third parties shall be limited to the value of the order from which the liability arose, within the legally permissible limits. If the maximum liability under applicable laws is less than the value of the order from which the liability arose, the Seller’s liability is limited to this amount.

10- Indemnification

The Buyer shall indemnify and hold harmless the Seller, its affiliates, directors, officers, employees, agents, successors and assigns (hereinafter referred to as the “Indemnified Persons“) against any claims, demands, damages, liabilities or expenses (including court costs and attorneys’ fees without exaggeration) incurred by the Indemnified Persons as a result of or in connection with: (a) third party claims arising out of Buyer’s use of the Products in any manner (such as single or combined use) not expressly provided for in these Terms or the applicable license agreement or specifications stipulated by the manufacturer of the Products and/or software; (b) the compliance of those entitled to compensation with the instructions and requirements of technology and design, including the specifications stipulated by the Buyer or third parties on behalf of the Buyer, (c) any reasonable costs or attorneys’ fees and expenses required for those entitled to compensation to respond to a court order or other official government inquiries regarding the Buyer’s use of the products, software or services.

11- Buyer’s Representations and Undertakings

11.1 The Buyer undertakes to notify the Seller in writing of any event leading to insolvency.

11.2 The Buyer undertakes to take all reasonable measures to prevent, mitigate or reduce any losses suffered by the Seller and further undertakes to cooperate with the Seller in taking all reasonable steps to prevent, mitigate or reduce such losses.

11.3 The Buyer undertakes to notify the Seller immediately of any changes in the shareholding structure, management structure or any form of change that may result in the Buyer’s inability to perform its contractual obligations or to a reduction in the value of the securities or guarantees provided by the Buyer to the Seller, if any. In the event of such a change, the Seller has the right to reassess the Buyer’s creditworthiness and may decide in its absolute discretion  to either continue or terminate the relationship.

11.4 The Buyer undertakes and acknowledges that the Seller will rely on the accuracy and completeness of the information and documents provided by the Buyer in performing its obligations under these Terms, and that the Seller’s performance depends on the Buyer’s provision of accurate and complete data. It is the Buyer’s responsibility to ensure that the Products and services are ordered, to ensure that all specifications and quantities are correct, and undertakes to indemnify the Seller for any losses, damages or costs whatsoever arising from the Buyer’s breach of this obligation.

11.5 The Buyer agrees that all amounts contained in this invoice or other invoices relating to the same transaction are payable in full without any set-off, counterclaims, deductions or reductions, and shall be paid in the payment currency stated in the invoice issued by the Seller. The Buyer also acknowledges the Seller’s right to apply late payment fees and interest on invoices that have exceeded their due date or any amounts due in his absolute discretion, whether on the Buyer or others.

11.6 The Buyer acknowledges and understands that signing the delivery receipt without notes indicates that the Products are acceptable and non-refundable, whether delivered by the Seller or any of its delegates or authorized agents. The Buyer further acknowledges that by signing the delivery receipt without notes, he forfeits his right to bring any claims against the Seller for any defects or non-conformity of any kind in the products.

12- Force majeure

The Seller assumes no responsibility for non-performance of its obligations under any agreement or contract or for the non-performance of the purchase order if this results directly or indirectly from Act of God, terrorist acts, civil or military authorities, epidemics, fires, strikes or other labor disputes, accidents, floods, wars, civil disobedience, inability to provide raw materials, transportation, exposure to attacks of all kinds, or liquidation of business. Manufacturer, acts of carriers or other circumstances beyond the control of the Seller.

13- Confidentiality

13.1 Neither party shall disclose any information: (1) described as confidential or similar at the time of disclosure, and (2) which is manifestly confidential. For the avoidance of doubt, any information relating to the price of the Products and payment terms, whether directly or indirectly, shall be deemed confidential.

13.2 Confidentiality obligations under these Terms do not apply to confidential information that the receiving party can prove by documented dated paperwork that: (1) was publicly available at the time of disclosure or became publicly available without the fault of the receiving party; (2) developed by the receiving party independently and without using the confidential information provided by the disclosing party under these Terms and without violation of these Terms; (3) disclosure is required pursuant to any condition, governmental order or directive or by force of law under prior consultation with the disclosing party’s legal counsel.

14- Applicable Law and Arbitration

14.1 These Terms shall be governed by the laws of the Arab Republic of Egypt. The terms of the 1980 United Nations Convention on Contracts for the International Sale of Goods (and any amendments or supplements thereto) do not apply.

14.2 Any dispute between the parties relating to this invoice and related purchase orders (including any problem relating to its existence, validity or termination) shall be settled through arbitration in accordance with the arbitration rules of the Cairo Regional Centre for International Commercial Arbitration in the place and timing of the dispute. The number of arbitrators is one arbitrator, and the language of arbitration is English. The seat of arbitration is Cairo, Egypt.

14.3 Irrespective of the Seller being the Claimant and the claim is for the collection of outstanding amounts, the Seller may voluntarily refer any dispute to the local courts located in the jurisdiction of the chosen domicile of the Buyer. The Buyer hereby waives any objection to jurisdiction, legal process or court location, and waives its right to object to the enforcement of any order or award (including without limitation erroneous judgement) rendered by any court in connection with these Terms, within the permitted legal framework.