Terms & Conditions:   Global PC Direct STANDARD TERMS AND CONDITIONS OF SALE Global PC Direct S.A. has selling rights for certain hardware, software, service and related products (collectively “Products”), manufactured or sold by different suppliers (“Supplier”) which are sold under marks, names and symbols having a valuable reputation and goodwill belonging and/or licensed to Supplier. Global PC Direct agrees to supply and Buyer agrees to purchase the Products described in Global PC Direct’s current comprehensive catalogue or price list, subject to these terms and conditions, which shall supersede any terms and conditions on any purchase order form submitted to Global PC Direct by Buyer.   1.         SHIPMENT AND DELIVERY Delivery will be made ex-works Global PC Direct’s warehouse, freight paid in accordance with its standard freight policy in effect at the time of shipment. Global PC Direct will comply with all reasonable shipping and handling instructions received prior to shipment. Buyer shall bear the cost of normal, special or express shipping services, which it may request. Global PC Direct may charge, and Buyer shall pay, a special handling fee for any shipments less than $1000 in value. Buyer shall examine the Products promptly upon receipt thereof. No later than five (5) days after receipt, Buyer shall notify Global PC Direct of all claimed shortages or damaged Products, or if rejection is intended, shall specify all grounds there for. Failure to give such notice shall be deemed an acceptance of the Products as of the date of shipment. All risks of loss or damage to Products shall pass to Buyer at the time of delivery to carrier or shipper. Refused orders may be subject to a cancellation fee of 15% of the invoice value plus all shipping and handling fees added or invoiced separately for those refused orders   2.         PRICES All prices given by Global PC Direct are on ex-works basis exclusive of all transportation, insurance, any applicable federal, state, municipal and other government taxes (such as sales, customs, legalisation etc.) Unless otherwise specified, prices do not include such expenses, and they will be added or invoiced separately. Exemption certificates, valid in the place of delivery, shall be presented to Global PC Direct prior to shipment if they are to be honoured. Purchase prices shall be determined solely by Global PC Direct and may be changed from time to time, without any notice, liability or obligation to Buyer.   3.         CREDIT AND PAYMENT TERMS Buyer shall furnish to Global PC Direct all financial information reasonably requested by Global PC Direct from time to time for the purpose of establishing and continuing Buyer’s Credit Limit. It’s being understood that Global PC Direct shall have the right to decline to extend credit to Buyer and to require that the applicable purchase prices be paid prior to shipment. Global PC Direct shall have the right from time to time, without notice, to change or revoke Buyer’s Credit Limit on the basis of changes in Global PC Direct’s credit policies or Buyer’s financial condition and/or payment record. Payment terms for each shipment of Products shall be as stated on Global PC Direct’s invoice. A service charge of two percent (2%) per month will be charged on all past dues balances to defray Global PC Direct’s costs of carrying such balance. In the event Buyer fails to make timely payment of any amount invoiced hereunder, Global PC Direct shall have the right, in addition to any and all other rights and remedies available to Global PC Direct, at law or in equity, immediately to revoke any or all credit extended, to delay or cancel future deliveries and/or to reduce or cancel any or all quantity discounts extended to Buyer, all costs of collection, including reasonable attorney’s fees, shall be paid by Buyer. Global PC Direct shall retain title to all products delivered until it has received payment in full of all sums due in connection with the supply of all products delivered and services rendered to buyer at any time. Any obligation of Global PC Direct under this agreement to deliver Products on credit terms shall terminate without notice if Buyer files a voluntary petition under a bankruptcy statute, or makes an assignment for the benefit of creditors, or if an involuntary petition under a bankruptcy statute is filed against Buyer, or if a receiver or trustee is appointed to take possession of the assets of the Buyer.   4.         WARRANTY Neither Global PC Direct nor Supplier makes any representations, warranties, guarantees or conditions, express or implied, regarding the Products (a) to end-users, other than as expressly set out in its warranty form, or (b) whatsoever to Buyer or any other party. In particular (but without limiting the generality of the foregoing) all representations, warranties, guarantees and conditions, whether expressed or implied, as to merchantability or fitness for any particular purpose are expressly excluded. Buyer shall not make any additional representations, warranties or conditions in the Global PC Direct's and/or Supplier's name, and shall make no representations, warranties or conditions in its own name which are inconsistent with the nature or functionality of the products or their proper use.   5.         DEFECTIVE RETURNS Products are accompanied by Supplier's written warranty. Supplier reserves the right to change the warranty and service procedures set forth in such warranty or otherwise for Products not yet sold by Buyer at any time without liability to Buyer or to any other person by reason of any such change. Buyer shall advise Global PC Direct of any defect in Products delivered hereunder within 14 days of the invoice date and, without deduction or offset, upon obtaining prior authorisation of Global PC Direct, Buyer may return Products found to be defective for replacement. Global PC Direct reserves the right to require Buyer to return defective Products directly to the Products manufacturer for replacement according to the manufacturer’s defective Products return policy. Buyer must pay return freight to Manufacturer and back to them on DOA and defective products. Global PC Direct will accept return freight charges for Global PC Direct sales and shipping errors by crediting Buyer’s account against Buyer’s paid return freight invoices. All returns must receive an RMA (Return Merchandise Authorisation) number and be returned in the manufacturer’s original packaging, re-saleable condition, complete and unused. Defective and DOA returns are tested and Products found not to be defective will be returned to Buyer and charged freight for both inbound and outbound transit. Credit memos are issued for use against future orders only when return policies are met. Global PC Direct shall not be responsible for the cost of labour or other expenses incurred in repairing or replacing defective Products. Buyer shall bear the expense of shipping the defective Products to the Manufacturer’s warehouse and the expense of shipping back to Buyer the repaired or replaced Products. Buyer shall bear the risk of loss or damage during transit. Buyer shall follow the procedures laid out in Global PC Direct Buyer Information. Supplier shall not be obligated to repair or replace Products rendered defective in whole or in part, by causes external to the Products, such as, but not limited to catastrophe, power failure or transients, over voltage on interface, environmental extremes, improper use, maintenance and application of the Products, or use of unauthorised parts.   6.         MARKS, NAMES, CONFIDENTIALITY Without Global PC Direct 's and/or Supplier s written agreement, Buyer shall not in any event display or use any of the Global PC Direct’s and/or Supplier’s trademarks, service marks, names or symbols, whether or not registered, as part of the corporate, business or trading marks, names or symbols of Buyer. Buyer acknowledges the great value and goodwill associated with the Global PC Direct's and/or Supplier’s Marks. Buyer shall not have any ownership or title interest in any mark, name, symbol, patent right, model right, copyright or other intellectual or industrial property right belonging or licensed to Global PC Direct and/or Supplier. Buyer will not remove, conceal or change any mark, name, symbol, serial number or any other designation or information marked upon the Supplier PRODUCTS or their packaging. Buyer will not attach any additional marks, names, symbols, serial numbers or any other designation or information to any Supplier 's Product or its packaging.   7.         TRADEMARK GUIDELINES All uses of the Trademarks by Buyer shall fully comply with the terms and conditions of trademark usage included in Global PC Direct and/or Supplier's logo and trademark guidelines as in effect from time to time. Buyer shall use the appropriate trademark symbol (either "™" or "®" in a superscript) following the Product name whenever a Product name is mentioned in any advertisement, brochure, or other material circulated by Buyer. The appropriate trademark symbol must be used at least once for each Product in each publication in conjunction with the first reference to such Product. Buyer acknowledges that such logos, trademarks and trade names are the exclusive property of Global PC Direct and/or Suppliers and that Buyer is not entitled either by implication or otherwise to any title in the Logos, trademarks and trade names.   8.         SOFTWARE PROPRIETARY RIGHTS Products often consist of or contain software, including but not limited to operating systems, applications, and related documentation and materials. The software may be included in ROM or other semiconductor chips embedded in hardware, or it may be contained separately on disks or other media. All software is proprietary to the Supplier and is copyrighted with all rights reserved. Buyer shall ensure that the appropriate Supplier license accompanies each Product distributed by Buyer. Buyer shall not manufacture, market, sell, deal in or otherwise be concerned with, directly or indirectly, any product or item (under any mark, name or symbol) which (i) is likely to be confused or used in unfair competition with any of the products or passed-off therefor, (ii) infringes, in whole or part, any Supplier ‘s Mark, copyright, patent, secret or other intellectual, industrial or other right of Supplier or, (iii) uses or is designed for use of materials which infringe, or which encourage or contribute to any infringement of, any such Supplier rights. Buyer shall not change, copy or otherwise reproduce any software, including programs and manuals, acquired from Global PC Direct by license or otherwise.   9.         LIMITATION OF LIABILITY Global PC Direct shall not be liable to buyer or any other party for any loss, damage, or injury which results from the use or application by buyer or any other party of products and/or services delivered to buyer. In no event shall Global PC Direct be liable to buyer or any other party for loss, damage, or injury of any kind or nature arising out of or in connection with these terms and conditions, or any agreement into which they are incorporated, or any performance or nonperformance under these terms and conditions by Global PC Direct, its employees, agents or subcontractors, in excess of the net purchase price of products and/or services actually delivered to and paid for by buyer hereunder. In no event (including events of loss, damage, or injury provided for in the preceding paragraph) shall Global PC Direct be liable to buyer or any other party for indirect, special or consequential damages, including but not limited to loss of goodwill, loss of anticipated profits, or other economic loss arising out of or in connection with Global PC Direct’s breach of, or failure to perform in accordance with, any of these terms and conditions, or the furnishing, installation, servicing, use or performance of any products or other materials or services Global PC Direct shall provide hereunder, even if notification has been given as to the possibility of such damages. Buyer hereby expressly waives any and all claims for such damages.   10.       RESALE ONLY All Products delivered to Buyer hereunder are for resale only and shall not be used for the internal business purposes of Buyer, or any parent company, subsidiary, or affiliate of Buyer.   11.       COMPLIANCE WITH U.S. EXPORT LAWS Some Products are restricted by the United States Government from export to certain countries and Buyer agrees that it will not distribute or re-export Products, or the direct products thereof, in violation of any of the export control laws or regulations of the United States. Buyer warrants that neither the technical data nor the direct product thereof received from Global PC Direct is intended to be shipped, either directly or indirectly, to Country groups Q, S, W, Y or Z or Afghanistan or the People’s Republic of China, without prior approval from Global PC Direct and either a validated export license or written permission from the U.S. Office of Export Administration. Buyer shall be responsible to comply with all applicable export and import laws and regulations, including those of the United States, when marketing, exporting or importing Products and technical data. Buyer warrants that it is knowledgeable with, and undertakes to comply with, the applicable export and import laws, regulations, orders and policies, including those of the United States (including, but not limited to, all necessary clearance requirements, export and import licenses and exemptions, and making all proper filings). Buyer further agrees to indemnify Global PC Direct and Global PC Direct’s Supplier for claims made against Global PC Direct or Supplier for Buyer’s failure to comply with applicable export and import laws. For inquiries concerning U.S. export controls, please contact your U.S. Embassy or Consulate or directly the: U.S. Department of Commerce Exporter Counseling Division 14th and Constitution Avenue, N.W. Washington, D.C. 20230 Phone: (202) 482-4811 Fax:     (202) 482-3617 For inquiries concerning local export controls, please contact the UAE Export authorities and/or Customs authorities.   12.       GOVERNMENTAL APPROVAL If the approval of any Government or governing organisation with respect to this Agreement, it’s registration, or the distribution of the products, is required during this term of Agreement, including without limitation, with respect to giving legal effect to this agreement protecting intellectual property and other rights in the Products or compliance with exchange regulations, Buyer will, at it’s expense, immediately take whatever steps may be necessary to secure such approvals. If any such approval or registration requires or results in the deletion or amendment of any provision of this Agreement, then Global PC Direct will have the right to immediately terminate this Agreement upon written notice to Buyer.   13.       RELATIONSHIP OF THE PARTIES Buyer’s relationship with Global PC Direct during the term of this Agreement will be that of an independent contractor. Buyer will not have and will not represent that it has, any power, right or authority to bind Global PC Direct, or to assume or create any obligation or responsibility, express, implied, or by appearances, on behalf of Global PC Direct or in Global PC Direct’s name, except as herein expressly provided. Nothing stated in this Agreement will be construed as constituting Buyer and Global PC Direct as partners or as creating the relationships of employer/employee, franchiser/franchisee, or principal/agent between the parties. Buyer will make no warranty, guarantee or representation, whether written or oral, on Global PC Direct’s behalf. 14.       GOVERNING LAW These terms and conditions (and any agreement into which they are incorporated) shall be interpreted in accordance with and governed by the laws of the United State and Global PC Direct and Buyer hereby consent to the jurisdiction of Global PC Direct’s country of origin courts.   15.       NOTICES All notices, requests, demands and other communications called for or contemplated hereunder shall be in writing and shall be deemed to have been duly given when delivered or two (2) days after mailing by certified or registered first-class mail, prepaid, and addressed to the parties at their principal place of business or at such other addresses as the parties may designate by written notice.   16.       ASSIGNMENT Buyer shall not assign any order or any interest therein without the written consent of Global PC Direct. Any such actual or attempted assignment without Global PC Direct’s prior written consent shall entitle Global PC Direct to cancel such order upon written notice to Buyer.   17.       SEVERABILITY A judicial determination that any provision hereunder is invalid in whole or in part shall not affect the enforceability of those provisions found not to be invalid.   18.       CAPTIONS The captions used herein are for reference purposes only and shall have no effect upon the construction or interpretation of any provisions herein.  These terms and conditions constitute the entire agreement between the parties with respect to the subject matter hereof. These terms and conditions will prevail notwithstanding any different, conflicting or additional terms and condition, which may appear on any order submitted by Buyer. Deviations from these terms and conditions are not valid unless agreed to in writing by an authorised representative of Global PC Direct.