TERMS & CONDITIONS OF SALE

1. Legal Status & Governing Law

TechBridge ("Seller") is a company duly incorporated in Dubai, United Arab Emirates.

These Terms & Conditions shall be governed exclusively by the laws of the United Arab Emirates.

Any dispute arising out of or in connection with this agreement shall be subject exclusively to the jurisdiction of the competent courts of Dubai, UAE.

The Buyer irrevocably waives any right to bring proceedings in any foreign jurisdiction.

2. Entire Agreement & Supremacy

These Terms constitute the entire agreement between Seller and Buyer and supersede all prior discussions or representations.

Any terms contained in the Buyer's purchase order or other documents that conflict with these Terms are expressly rejected unless accepted in writing by Seller.

3. Binding Effect of Quotation

All quotations are non-binding and subject to change or withdrawal until:

• Written acceptance by Buyer; and
• Receipt of agreed advance payment.

Seller reserves the right to refuse any order at its sole discretion.

4. Prices, Taxes & Currency Adjustment

All prices:

• Are exclusive of VAT, customs duties, withholding taxes, regulatory fees, and any government charges.
• Exclude destination country import taxes and compliance costs.
• Are subject to exchange rate fluctuation.

If currency exchange rates fluctuate materially prior to shipment, Seller reserves the right to adjust pricing accordingly.

Buyer is solely responsible for all taxes and import compliance in the destination country.

5. Payment Terms

Time of payment is of the essence.

Failure to pay when due entitles Seller to:

• Suspend delivery immediately;
• Cancel the contract without liability;
• Charge interest at the maximum rate permitted under UAE law;
• Recover all legal, collection, and enforcement costs.

No set-off, deduction, or counterclaim shall be permitted.

6. Delivery & Risk Transfer

Delivery terms shall be governed strictly by the agreed Incoterm (latest ICC edition).

Risk of loss transfers in accordance with the agreed Incoterm.

Delivery dates are estimates only and not guaranteed.

Seller shall not be liable for delays caused by:

• Manufacturers
• Shipping carriers
• Customs authorities
• Regulatory inspections
• Export restrictions
• Force majeure events

Transit insurance is only included if expressly stated.

7. Inspection & Acceptance

Buyer must inspect Goods immediately upon delivery.

Any claim for defect, shortage, or non-conformity must be submitted in writing within seven (7) calendar days of delivery.

Failure to notify within this period constitutes irrevocable acceptance of the Goods.

8. Manufacturer Approval & Licensing Responsibility

Buyer acknowledges and agrees that:

Any manufacturer approvals, project registrations, partner authorizations, deployment licenses, software activation rights, firmware entitlements, or technical certifications required for use, resale, or operation of the Goods are solely the responsibility of the Buyer.

Seller acts strictly as an independent supplier/reseller and is not the manufacturer of the Goods unless expressly stated.

Seller does not warrant or guarantee:

• Manufacturer acceptance of Buyer as authorized partner;
• Software license activation;
• Cloud access entitlement;
• Extended warranty eligibility.

Any refusal, suspension, or restriction imposed by the manufacturer shall not constitute breach or liability of Seller.

Buyer shall indemnify and hold Seller harmless from any claim arising from failure to obtain required manufacturer approvals or licenses.

9. Warranty – Strict Limitation

Goods are supplied strictly subject to the original manufacturer's warranty only.

Seller provides no independent warranty.

Warranty excludes:

• Improper installation
• Power instability or surges
• Environmental damage
• Unauthorized modification
• Misuse or negligence
• Integration or configuration errors
• Software incompatibility
• Normal wear and tear

Seller's obligation is limited to facilitating manufacturer warranty claims.

Seller shall not be liable for removal, reinstallation, downtime, or labor costs.

10. Absolute Limitation of Liability

To the maximum extent permitted under UAE law:

Seller shall not be liable for:

• Loss of profit
• Loss of revenue
• Business interruption
• Network downtime
• Data loss
• Indirect, incidental, or consequential damages
• Third-party contractual penalties

Total aggregate liability shall not exceed the total invoice value actually paid for the specific Goods giving rise to the claim.

This limitation applies regardless of legal theory.

11. Retention of Title

Ownership of Goods remains with Seller until full payment has been received.

Seller reserves the right to:

• Suspend further shipments;
• Repossess unpaid Goods where legally permitted;
• Initiate recovery proceedings in Dubai courts.

12. Export Control & Sanctions Compliance

Buyer represents and warrants that:

• Buyer is not listed under any international sanctions regime;
• Goods will not be re-exported in violation of UAE, US, EU, or UN sanctions;
• Goods will not be used for unlawful telecommunications activities.

Seller reserves the right to cancel any order where export compliance risks arise.

13. Technical Responsibility & Integration Risk

Buyer is solely responsible for:

• Network design compatibility;
• Capacity planning;
• Regulatory licensing;
• Installation standards;
• Power conditioning and grounding;
• End-user compliance.

Seller assumes no responsibility for system integration performance unless separately contracted in writing.

14. Indemnification

Buyer shall indemnify and hold Seller harmless from:

• Third-party claims;
• Regulatory penalties in destination countries;
• Manufacturer claims;
• Sanctions violations caused by Buyer;
• Claims arising from improper installation or usage.

15. Force Majeure

Seller shall not be liable for delay or failure caused by events beyond reasonable control, including but not limited to:

• Natural disasters
• War or civil unrest
• Government restrictions
• Trade embargoes
• Supply chain disruption
• Shipping congestion
• Pandemic or public emergency

Delivery timelines shall automatically extend for the duration of such events.

16. Confidentiality

All commercial, pricing, and technical information provided by Seller is confidential and may not be disclosed without written consent.

17. Severability

If any provision is deemed unenforceable, the remaining provisions shall remain in full force and effect.